Compliances Under Companies Act for Private Limited Companies

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  • Last Updated on 21 November, 2024

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compliances for private limited company

Compliances for Private Limited Companies under the Companies Act, 2013, include filing a declaration for commencement of business (INC-20A), annual returns (MGT-7), and financial statements (AOC-4). Directors must complete KYC (DIR-3 KYC) and disclose their interests (MBP-1). Companies must appoint auditors (ADT-1) and notify any changes in registered office (INC-22) or directors (DIR-12). Additional filings include MSME-1 for outstanding payments, DPT-3 for deposits, and PAS-6 for shares in Demat form. Compliance with board meeting norms, AGM requirements, and disclosure of beneficial ownership (BEN-2) is also mandatory to avoid penalties.

By Taxmann’s Research and Advisory Team | Corporate Laws

Table of Contents

  1. Introduction
  2. Compliances Applicable to the Private Limited Companies

1. Introduction

With the introduction of the Companies Act, 2013, in 2014, the compliance burden of every Company has increased substantially irrespective of its nature, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company, or One-Person Company (OPC).

In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies must adhere to all the applicable compliances within the specified due dates. Any non-compliance on the part of companies often results in heavy penalties. It is a good practice to track the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.

Under the Companies Act 2013, various compliances must be done on a time-to-time basis. For a better understanding of the same, we have categorised the various Compliances on the following basis:

  • Event-based Compliance: Compliance is to be done upon the occurrence or happening of a certain event, like filing E-form INC-22 upon shifting the company’s registered office.
  • Time-based Compliance: Compliances are to be done on an annual, half-yearly, and quarterly basis, like the Filing of E-form AOC-4 and MGT-7.
  • Specific Criteria-Based Compliance: Some compliances are based on paid-up share capital, turnover, or any other specific requirement, such as filing E-Form AOC-4 (XBRL) or appointing a Company Secretary.

In addition to the above-mentioned compliances, a listed company is also required to make various Quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
  • Compliances under SEBI (Depositories and Participants) Regulations, 2018
  • Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

This write-up also discusses in detail the compliances w.r.t. to holding of Annual General Meeting (AGM), Minimum no. of Board Meetings/Committee Meetings as required under the Law.

Taxmann's SEBI Manual

2. Compliances Applicable to the Private Limited Companies

Applicable law

 Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form

Reporting Authority
Companies Act, 2013 Section 10 A Declaration of commencement of business Within 180 Days from the incorporation date Within 180 Days from the incorporation date INC-20A ROC
  Section 12 Intimation of Change in the Registered Office Within 30 days of the change of the address Within 30 days of the change of the address INC-22 ROC
  Section 117 (except clause g) Filing  of  Resolutions and agreements to the Registrar Within 30 days of the passing of the resolution/entering into agreement Within 30 days of the passing of the resolution/entering into agreement MGT-14 ROC
  Section 89 (6)

 

 Intimation of declaration received under Section 89 Within 30 days from the date of receipt of the declaration by the company Within 30 days from the date of receipt of the declaration by the company MGT-6 ROC
  Section 90 (4) Return of the significant beneficial owner Within 30 days from the receipt of the declaration by the company Within 30 days from the receipt of the declaration by the company BEN-2 ROC
  Section 92 Filing of annual return To be filed within 60 days from the conclusion of AGM Within 60 days from the date of AGM E-Form MGT-7 ROC
  Section 137 Filing of annual accounts 30 days from the date of the AGM Within 30 days from the date of the AGM Form AOC-4/AOC-4 CFS/AOC-4 XBRL ROC
  Rule 12A of Companies (Appointment and Qualification of Directors) Rules 2014 Directors’ KYC by every Individual  who holds a DIN Within 6 months from the end of the financial year 30th September DIR-3 KYC ROC
  Section 139(1) Notice to the Registrar by the company for appointment of an auditor Within 15 days of the appointment of an auditor Within 15 days of the appointment of an auditor  ADT-1 ROC
  Section 139(6)  Appointment of First Statutory Auditor Appoint within 30 days from the incorporation date Within 30 days from the incorporation date NA NA
  Section 140 Notice of resignation by the auditor Within 30 days from the date of the resignation Within 30 days from the date of the resignation ADT-3 ROC
  Order dated 22 January, 2019 issued under Section 405 Return in respect of outstanding payments to Micro or Small Enterprise Within 1 month from the conclusion of each half year 31st October (For April-Sep)

30th April (For Oct-Mar)

 E-Form MSME-1 ROC
  Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 Statement of unclaimed and unpaid amounts as specified in section 125 Within a period of 60 days after the holding of AGM Within a period of 60 days after the holding of AGM IEPF-2 IEPFA
  Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 Return of deposit or particulars of transaction not considered as deposit or both On or before 30th  June  of every year 30th June DPT-3 ROC
  Section 152 Appointment or resignation of Director/Key managerial Personnel (KMP) Within 30 days of Board meeting or general meeting as the case may be Within 30 days of appointment or resignation DIR-12 ROC
  Section 152 read with Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Disclosure of disqualifications under  Section 164 To be given at the time of director’s appointment/reappointment and also at 1st board meeting of every Financial Year To be given at the time of director’s appointment/reappointment and also at 1st board meeting of every Financial Year DIR-8 NA, as the Director concerned, is required to disclose this to the Company
  Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014 Reporting of shares held in Demat form Within 60 days from the conclusion of each half year 30th May (For Oct-Mar)

29th Nov (For Apr-Sep)

 PAS-6 ROC
  

 

 

 Section 184 read with Rule 9(1) of the Companies (Meeting of Board and its powers) Rules, 20142 Disclosure of Interest by Director. In the First Board Meeting of the Financial Year, whenever there is a change in the disclosures already made 1st Board Meeting of the Financial Year, and whenever there is a change, the disclosures already made MBP-1 NA, as the Director concerned, is required to disclose this to the Company
  1. The clause (g) shall not apply to Private Companies, MCA GSR 464(E) dated 05.06.2015
  2.  The interested director of a private company may participate in such meeting after disclosure of his interest, MCA GSR 464(E) dated 05.06.2015

Dive Deeper:
Compliances Under Companies Act for Unlisted Public Companies
Compliances Under Companies Act for Section 8 Companies
Compliances Under Companies Act for One Person Company (OPC) and Small Company
Compliances Under Companies Act for Listed Companies
Compliances Based on Threshold Limits Under Companies Act

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