08 Jun 2024

Compliance-Requirements-for-Private-Limited-Companies-under-the-Companies-Act-2013

Compliance-Requirements-for-Private-Limited-Companies-under-the-Companies-Act-2013

Compliance Requirements for Private Limited Companies under the Companies Act, 2013

Operating a private limited company in India entails more than just developing a great product or service; it demands strict adherence to a complex framework of regulations established by the Companies Act, 2013. These regulations encompass a wide array of corporate activities, including the appointment of auditors, the conduct of board meetings, financial reporting, limits on directorships, and the maintenance of statutory registers. Designed to ensure transparency, fairness, and the protection of stakeholder interests, these rules are fundamental to the corporate governance landscape in India.

The importance of complying with these requirements cannot be underestimated. Failure to adhere to these regulations can result in significant penalties and, in extreme cases, lead to the dissolution of the company. Therefore, it is crucial for private companies to thoroughly understand and meticulously follow these guidelines to ensure smooth operations and long-term success.

This article outlines major key compliance requirements that every private company must meet, from opening a bank account to maintaining various statutory registers. Each compliance task is detailed to provide a clear and structured guide for navigating the regulatory environment. By following these guidelines, companies can not only stay within the bounds of the law but also enhance their governance practices, thereby bolstering their reputation and credibility among stakeholders.

 

Sr. No.

Particulars

Compliance Required

Details

  1.  

Bank Account

Open

Within 30 days from the date of incorporation

  1.  

Appointment of Auditor (Form ADT-1)

First Statutory Auditor

Appointed within 30 days of incorporation in the first board meeting and holds office until the conclusion of the first AGM. If the board fails, members shall appoint within 90 days at an EGM. Subsequent auditors appointed for 5 years in AGM.

  1.  

Declaration for Commencement of Business (Form INC-20A)

File Form INC-20A

Before starting business or exercising borrowing powers, file within 180 days from incorporation.

  1.  

Issuance of Share Certificate

Issue Share Certificate

Within 2 months of incorporation, in Form SH-1 to shareholders.

  1.  

Notice of Board Meeting

Give Notice

At least 7 days before the meeting.

  1.  

Board Meetings

Hold Meetings

Minimum of 4 meetings each year, not more than 120 days between two consecutive meetings.

  1.  

Resident Director

Appoint Resident Director

At least one director who has stayed in India for not less than 182 days in the financial year.

  1.  

Notice of General Meeting

Give Notice

Not less than clear 21 days before the meeting.

  1.  

Annual General Meeting

Hold AGM

Mandatory every calendar year, within 6 months from the financial year's end. Newly incorporated companies can hold the first AGM within 9 months from the financial year-end.

  1.  

Filing of Financial Statement

File Financial Statements

Within 30 days of AGM with Registrar of Company in E-Form AOC-4.

  1.  

Filing of Annual Return

File Annual Return

Within 60 days of AGM in E-Form MGT-7/MGT-7A (for One Person Company/Small Company).

  1.  

MGT-8

Annual Return Certification

Companies with paid-up share capital of Rs. 10 crore or more, or turnover of Rs. 50 crore or more must certify annual return from a Practicing CS in Form MGT-8.

  1.  

Number of Directorship

Limit on Directorship

No person shall be a director in more than 20 companies at the same time. Dormant & section 8 Companies excluded. Maximum 10 public companies.

  1.  

Directors’ Report

File Directors’ Report

Cover all information under Section 134, within 30 days of AGM with Form AOC-4. Signed by the “Chairperson” authorized by the Board or by at least 2 Directors.

  1.  

Details of Significant Beneficial Owner

File Declaration

If a company holds more than 10% shares or voting rights and an individual holds majority stake, declare in Form BEN-1 and file BEN-2.

  1.  

MSME Form

Submit Half-Yearly Return

Companies with payments to micro and small enterprises exceeding 45 days must submit Form MSME-1 to the Ministry of Corporate Affairs.

  1.  

DPT-3

File Return of Deposits

On or before June 30 every year for particulars of transaction or deposits not considered as deposits.

  1.  

Corporate Social Responsibility (CSR)

Form CSR Committee and Spend on CSR Activities

Companies with net worth of Rs. 500 crore or more, turnover of Rs. 1000 crore or more, or net profit of Rs. 5 crore or more during 3 preceding financial years must form a CSR Committee and ensure spending at least 2% of average net profits of the preceding 3 financial years.

  1.  

Internal Auditor

Appoint Internal Auditor

Required if turnover is Rs. 200 crore or more, or loans/borrowings exceed Rs. 100 crore during the preceding financial year.

  1.  

DIR-3 KYC

Submit KYC Form

Directors with DIN must submit form by September 30 of the next financial year.

  1.  

Director WEB-based KYC

Complete Annual KYC

Due date is September 30 every year for Directors with DIN.

  1.  

Minutes of Meeting

Prepare and Sign Minutes

Within 30 days from the meeting date.

  1.  

Appointment of Additional Directors

Appoint Additional Director

Can be appointed by the Board to hold office until the next AGM or the last date on which the AGM should have been held.

  1.  

Regularization of Additional Director

Regularize Additional Director

Appoint additional director as regular director in General Meeting by shareholder resolution and file Form DIR-12 within 30 days of AGM.

  1.  

Adherence to Secretarial Standards

Follow Secretarial Standards

Comply with standards specified by the Institute of Company Secretaries of India: SS1 (Meetings of Board of Directors), SS2 (General Meetings), SS3 (Dividend), SS4 (Report of Board of Directors).

  1.  

Secretarial Audit Report

Annex Audit Report

Companies with outstanding loans/borrowings of Rs. 100 crore or more must annex Secretarial Audit Report in Form MR-3 with the Board’s Report.

  1.  

Loan to Director

Pass Special Resolution

A company can advance loans to directors or provide guarantees/security with a special resolution passed in a general meeting.

  1.  

DIR-8

Director Disqualification Notice

Directors must inform the company about disqualification in Form DIR-8 before appointment or re-appointment.

  1.  

MBP-1

Director’s Disclosure of Interest

Directors must disclose their interest in companies, firms, or other associations in Form MBP-1 at the first board meeting they participate in and thereafter annually or upon any change.

  1.  

Form for More than Two Layers of Subsidiary

Compliance on Layers of Subsidiary

Non-exempt companies cannot have more than two layers of subsidiaries, except for companies outside India where the law allows more layers or investment subsidiaries.

  1.  

Holding-Subsidiary Relation Related Compliance

Prepare Consolidated Financial Statement

Companies with one or more subsidiaries or associate companies must prepare a consolidated financial statement in the same form and manner as its own and lay it before the AGM.

  1.  

Related Party Transactions

Pass Resolution for Transactions Beyond Limits

Transactions beyond prescribed limits with related parties require an ordinary resolution and must be mentioned in the Board’s report to shareholders.

  1.  

Statutory Register to be Maintained at Registered Office

Maintain Various Registers

Registers to be maintained: 1. Register of Deposit 2. Register of Director/KMP 3. Register of Transfer 4. Register of Related Party Transaction 5. MGT-1 - Register of Member 6. MGT-2 - Debenture Holder 7. MBP-2 - Register of Loan & Guarantee 8. MBP-3 - Register of Investment of Company not held in its own name 9. CHG-7 – Register of Charges 10. SH-2 – Register of Renewed & Duplicate Share Certificate 11. SH-3 – Register of Sweat Equity Shares 12. SH-6 – Register of Employee Stock Option 13. SH-10 - Register of Shares/Other Securities Bought Back 14. Register of Contract & Arrangements in which directors are interested etc.

Conclusion

As outlined in the table above, the Companies Act, 2013 mandates various compliance requirements for private companies. These regulations are designed to maintain transparency, ensure fair practices, and protect stakeholders' interests. Adhering to these guidelines is not only a legal necessity but also a marker of good corporate governance. Constant vigilance and proactive measures can ensure that a company operates smoothly within the law, avoiding any legal pitfalls.

By systematically addressing each compliance requirement and maintaining proper documentation, private limited companies can enhance their credibility and trustworthiness. This structured approach to compliance will aid in sustainable growth and foster a positive reputation in the corporate world.

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Article Compiled by:-

Mayank Garg

+91 9582627751

(LegalMantra.net Team)

Disclaimer: Every effort has been made to avoid errors or omissions in this material in spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition In no event the author shall be liable for any direct indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information Many sources have been considered including Newspapers, Journals, Bare Acts, Case Materials , Charted Secretary, Research Papers etc.