A private limited company is arguably one of the best business structures in India. It renders ample benefits to the business owner in terms of legal stability and shareholders’ liability. It is one of those business structures that revolve around plenty of mandatory compliances. This write-up aims to render a complete briefing regarding the rules for Pvt ltd company.<\/p>\n\n\n\n
A firm registered in India is mandated to comply with the yearly-based legal compliances set out by the corporate laws such as Company Act, 2013. Since most start-ups are operating a company, annual compliance for Pvt ltd company<\/strong><\/a> becomes the most prominent nuisance encountered by growing businesses. <\/p>\n\n\n\n Read our article<\/b>:Private Limited Company Registration Procedure in India <\/a><\/mark><\/p>\n\n\n\n The table below manifests the compliance cum rules for Pvt ltd company<\/em><\/strong><\/p>\n\n\n\n Particular<\/strong><\/p>\n<\/td>\n Due date<\/strong><\/p>\n<\/td>\n<\/tr>\n Form MBP-1- Disclosure of Directors Interest by Directors<\/u><\/strong><\/p>\n <\/p>\n Every Director of comany in the First Meeting of the BOD in each Financial Year shall reveal his interest in other entities.<\/p>\n \u00d8 Directorship of other entity<\/p>\n \u00d8 Partnership firm where he\/she is acting as an active partner<\/p>\n \u00d8 Shareholding of more than two percent in other entity<\/p>\n \u00d8 List of relatives of Director<\/p>\n <\/p>\n<\/td>\n On every first meeting of the given financial year, every director is mandated to furnish MBP-1, in case there is a change in his\/her interest form the earlier submitted MBP-1<\/p>\n <\/p>\n There is no compulsion of filing MBP-1 with ROC<\/p>\n<\/td>\n<\/tr>\n Form DIR-8- Disclosure of Non- Disqualification by Directors<\/u><\/strong><\/p>\n <\/p>\n Every Director in each financial year will file the<\/p>\n Disclosure of non-disqualification. In general, it is a declaration that confirms that the director was not opted out by the entity to act as Director during the FY 2020-21.<\/p>\n <\/p>\n<\/td>\n The filing must be done at every first board meeting of the financial year.<\/p>\n <\/p>\n<\/td>\n<\/tr>\n Dispensing late Payment to MSME Vendor<\/u><\/strong>: <\/u>Form MSME \u2013 1<\/u><\/strong><\/p>\n <\/p>\n The company must file this return every six months w.r.t outstanding payment to MSME vendors<\/p>\n All dues of more than 45 days payable to the supplier of Micro or small enterprise.<\/p>\n <\/p>\n<\/td>\n Half-yearly Return<\/p>\n <\/p>\n \u00b7 April to Sep \u2013 30th October<\/p>\n \u00b7 October to March \u2013 30th April<\/p>\n \u00b7 No filing fee is chargeable in this case<\/p>\n<\/td>\n<\/tr>\n KYC of Directors \u2013 Form DIR \u2013 3 KYC & online KYC<\/u><\/strong> <\/u>of all Directors<\/u><\/strong>.<\/p>\n <\/p>\n Directors KYC seeks authentication of email or phone OTP both at a time. The validity of OTP is 10m.<\/p>\n <\/p>\n KYC is requiredif theemail or phone no. of a director is altered during the filing of the DIR-3<\/p>\n <\/p>\n For a change in other areas such as an address, form DIR-6 is needed to be filed.<\/p>\n <\/p>\n<\/td>\n Must file on or before 30th Sep every year for all company\u2019s directors<\/p>\n<\/td>\n<\/tr>\n Return of Deposit: Form DPT-3<\/u><\/strong><\/p>\n <\/u><\/strong><\/p>\n <\/p>\n Return about deposit must file to share detail relating to deposits and\/or outstanding receipt of loan or money other than the deposit.<\/p>\n <\/p>\n An auditor certificate is required when the form is filed<\/p>\n <\/p>\n \u00d8 \u201cReturn of Deposits\u201d or<\/p>\n \u00d8 \u201cReturn of Deposits & Exempted Deposits<\/p>\n<\/td>\n <\/p>\n Must be filed every year on or before 30th<\/sup> June<\/p>\n <\/p>\n<\/td>\n<\/tr>\n Circulation of Financial Statement as well as other necessary Documents<\/u><\/strong><\/p>\n <\/p>\n <\/p>\n The company must share the approved Financial Statement,Directors\u2019 Report and Auditors\u2019 Report, &Auditors\u2019 Report with the company\u2019s members at least 21 days before AGM.<\/p>\n <\/p>\n<\/td>\n At least 21 days before AGM.<\/p>\n<\/td>\n<\/tr>\n Directors\u2019 Report<\/u><\/strong> shall be drafted following relevant rules cited in Section 134 of the Company Act. It must enclose the signature of the board-approved Chairperson.<\/p>\n<\/td>\n at least 21 clear days beforeAGM.<\/p>\n<\/td>\n<\/tr>\n Notice of Annual General Meeting <\/u><\/strong><\/p>\n <\/p>\n Enclose given agendas seeking mandatory approval of shareholder<\/p>\n <\/p>\n \u00b7 Auditor appointment (in case the term expires)<\/p>\n \u00b7 Directors (if appointed during the financial year\/Rotation of Director)<\/p>\n \u00b7 ETC as and when needed event-based.<\/p>\n <\/p>\n MD & WTD need to be re-appointed post expiry of every 5 years by the shareholders<\/p>\n<\/td>\n Due to the last date: 30\/Sep\/2021<\/p>\n<\/td>\n<\/tr>\n Financial Statement: Form AOC-4<\/u><\/strong><\/p>\n <\/p>\n The company is mandated to file its Balance sheet & P&L account, Cash flow statement, auditor & director report in this form within thirty days of holding of AGM<\/p>\n <\/p>\n Criteria pertaining to XBRL Filling<\/strong><\/p>\n If paid-up capital surpasses <\/strong>Rs. 5.00 Cr or yearly revenue is more than INR 100.00 Cr.<\/p>\n <\/p>\n \u00b7 .<\/p>\n<\/td>\n Due date \u2013 Filing within thirty days of AGM.<\/p>\n AGM due date: 30\/Sep\/2021<\/p>\n<\/td>\n<\/tr>\n Annual Return \u2013 Form MGT-7<\/u><\/strong><\/p>\n <\/p>\n The annual return shall be filed for the period 1st April to 31st March.<\/p>\n <\/p>\n Annual returns seek all dates of board meetings &the name of directors present in such meetings. Further, it seeks the names of Directors who have to attend the AGM. Facilitate signing attendance to serve such a purpose.<\/p>\n <\/p>\n Transfer of shares, if any to be shared via executed transfer form with legit stamp duty payment & resolution passed by the board for the same.<\/p>\n .<\/p>\n<\/td>\n <\/p>\n The company is mandated to share the MGT-7 in their website<\/p>\n <\/p>\n Penalty \u2013 Rs. 100\/ day will be imposed from the date of failure of return<\/p>\n <\/p>\n Last date \u2013 filing within sixty days of Annual General Meeting<\/p>\n <\/p>\n The last date of AGM is 30\/09\/2021<\/p>\n<\/td>\n<\/tr>\n Report issued by Practicing CS \u2013Form MGT-8<\/u><\/strong><\/p>\n <\/u><\/strong><\/p>\n <\/p>\n Private Company with:<\/p>\n <\/p>\n paid-up share capital of Rs 10 Crore or more or yearly turnover of Rs. 50 crore or more are mandated to avail Company Secretary approval and need to file Form MGT -7<\/p>\n<\/td>\n Filing requires Annual Return MGT-7.<\/p>\n Certificate MGT \u2013 8 With UDIN number.<\/p>\n Back dating is not possible.<\/p>\n<\/td>\n<\/tr>\n Appointment\/Resignation\/Change in Designation of Director \u2013 Form DIR-12 <\/u><\/strong><\/p>\n <\/p>\n <\/p>\n If there is any change in the Director\u2019s designation at the Annual General Meeting or Appointment or Resignation of Director.<\/p>\n <\/p>\n Regularization of Additional Director<\/u><\/strong><\/p>\n <\/u><\/strong><\/p>\n <\/u><\/strong><\/p>\n If an organization seeks to appoint additional director, then it must regularize the individual as director in General Meeting via Shareholder resolution.<\/p>\n In case of change in Director\u2019s designation, file form DIR-12 along with ordinary resolution within thirty days of Annual General Meeting.<\/p>\n <\/p>\n<\/td>\n Due date of filing \u2013 within thirty days of meeting<\/p>\n<\/td>\n<\/tr>\n Form ADT-1- Appointment of Auditor <\/u><\/strong><\/p>\n <\/u><\/strong><\/p>\n <\/u><\/strong><\/p>\n <\/p>\n Form ADT- 1 is required to be filed by every entity to notified ROC about the auditor\u2019s appointment after the conclusion of its AGM in light of the 4th<\/sup> proviso to sub-section (1) of section 139 of The Companies Act, 2013.<\/p>\n <\/p>\n <\/p>\n The company must appoint the auditor for 5 years & form ADT-1 will be filed for the same timeline. After this period, the Shareholder will ratify the Auditorevery year in AGM. Under this situation, there is no requirement of filing ADT-1.<\/p>\n <\/p>\n Form ADT -3 Resignation by Auditor<\/p>\n<\/td>\n Due date within 15 days of the appointmentof an auditor.<\/p>\n<\/td>\n<\/tr>\n Filing Special Resolution : Form MGT-14The special<\/u><\/strong> resolution approved in Annual General Meeting<\/p>\n<\/td>\n Due date within 30 days of AGM<\/p>\n<\/td>\n<\/tr>\n Declaration of Commencement of Business \u2013 INC 20A<\/u><\/strong><\/p>\n <\/p>\n The given establishments are not obligated to file form 20A:<\/p>\n <\/p>\n <\/p>\n \u00b7 Companies registered prior to 2 Nov 2018 (i.e. prior to the commencement of the Companies (Amendment) Ordinance, 2018).<\/p>\n \u00b7 Entities registered after 2nd<\/sup> Nov 2018 without share capital.<\/p>\n<\/td>\n Every registered organization is obligated to file Form 20A within 180 days of its incorporation.<\/p>\n <\/p>\n <\/p>\n A supplementary timeline of 180 days shall be granted as per notification dated<\/p>\n 24\/03\/2020<\/p>\n<\/td>\n<\/tr>\n Return to the Registrar relating to the declaration under Sec 90 <\/u><\/strong><\/p>\n <\/u><\/strong><\/p>\n <\/p>\n Form BEN -2: <\/u><\/strong> refers to a declaration wherein beneficial owners reveal their interest and shares in the company to the RoC.<\/p>\n <\/u><\/strong><\/p>\n Details of SBOs i,e. <\/u><\/strong>Significant Beneficial Owners. In laymen terms, Beneficial Owners are the shareholder holding SBO of not than 10& of the shareholdings or voting rights either directly or indirectly<\/p>\n <\/p>\n Form BEN-3<\/u><\/strong>: Register of beneficial owners enclosing beneficial interests.<\/p>\n <\/p>\n Form BEN-4:<\/u><\/strong> Notification of member seeking detail in light of Section 90.<\/p>\n <\/p>\n<\/td>\n Applicable to all entities 30 days from the date of receipt of such declaration (BEN \u2013 1)<\/p>\n<\/td>\n<\/tr>\n Section 203- Appointment of Company Secretary <\/u><\/strong><\/p>\n <\/u><\/strong><\/p>\n <\/p>\n Pvt ltd company holding paid-up share capital of INR 5 crores are obligated to avail service of full-time CS.<\/p>\n<\/td>\n Within 30 days from a resolution passed in meeting.<\/p>\n<\/td>\n<\/tr>\n Maintenance of Statutory Registers.<\/u><\/strong><\/p>\n <\/p>\n The company is liable to maintain the given registers.<\/p>\n <\/p>\n \u00d8 Register of Director,<\/p>\n \u00d8 Registers about the Directors\u2019 Shareholding<\/p>\n \u00d8 Registers of Members<\/p>\n \u00d8 Registers about the Transfer<\/p>\n \u00d8 Registers of Related Party transaction etc.<\/p>\n \u00d8 Other register cited under the companies act , 2013<\/p>\n<\/td>\n Board Meetings \u2013 173 & SS-I<\/u><\/strong><\/p>\n <\/p>\n Every registered entity shall hold a mini. No. of 4 meetings of its BODs every financial year in a way that max. Timeline between the two meetings must not be more than 120 days.<\/p>\n <\/p>\n Notification regarding the Board Meeting must be shared 7 days prior to the meeting. The notification can be shared by any means<\/p>\n<\/td>\n Every board meeting is obligated to follow norms pertaining to quorum which is 1\/3 of the total no. of direct of the organization or two whichever is higher.<\/p>\n <\/p>\n<\/td>\n<\/tr>\n Notice of Annual General Meeting 101 & SS-II<\/u><\/strong><\/p>\n <\/u><\/strong><\/p>\n Every notice relating to AGM will be prepared in light of section 101 of the Companies Act,2013 and Secretarial Standard \u2013 II.<\/p>\n<\/td>\n 2 members present must be presented in the quorum for a meeting.<\/p>\n <\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n Some more rules for Pvt ltd company (Event-Based Compliances)<\/strong><\/p>\n\n\n\n As the name suggests, these compliances revolve around the eventualities occur within the organization. Event-based compliances are mandated to be followed before a prescribed timeline, failing to which penalties would be levied. Hence, it is of paramount importance to track the eventualities and meet the compliances aptly. <\/p>\n\n\n\n Aligning with the aforementioned compliances is a mandate for every private limited company in India<\/em><\/strong>[1]<\/em><\/strong><\/a><\/sup>. Of course for new entities, such compliances may cause some nuisance, particular in the initial phase. Since these rules for Pvt ltd company is imperative for its growth and existence, its important to avail professional guidance every now and then. <\/p>\n\n\n\n\n\n
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