Annual Compliances For Private Limited Company Under Companies Act 2013


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Annual Compliances For Private Limited Company Under Companies Act 2013

Sl.
No.
Title
Section & Rules
Particulars of Compliances
1.
Disclosures by a Director of his Interest
184 (1) & Rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014
Form
MBP-1
Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, should disclose his concern or interest in other entities which shall include the shareholding.
2.
Disqualification
of Directors
164(2) & 143(3)
(g) & Rule 14(1) of Companies (Appointment of Directors) Rules,
2014

Every director shall inform the company concerned about his disqualification under sub-section (2) of section 164, if any, before he is appointed or re- appointed.
3.
Annual Return
92 (4) & (1) & Rule
11 (1) of Companies (Management and Administration) Rules, 2014
E-form MGT-7
Every Company shall file its Annual Return within 60 days of holding the AGM or where no AGM is held in any year within 60 days from the date on which the AGM should have been held together with the statement specifying the reasons for not holding the AGM.
Annual Return of Every Private Company shall be signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice. But not notified as of now.
4.
Placing of the annual return on website
92(3) & 134(3)
(a) & Rule 12(1) of the Companies (Management and
Administration) Rules, 2014.
Form MGT-7
Every company is required to place annual return on the website of the company and the web address where annual return has been placed will be required to be mentioned in the Board’s Report. Section 92 (3) shall not apply in case of Specified IFSC Private Company - vide Notification No.
G.S.R. 9 (E) Dated 4th January, 2017.
5.
Financial Statements
137 & Rule 12(1) of Companies (Accounts) Rules, 2014
E-form AOC-4
&
E-form AOC-4 CFS
Company is required to file its financial statements, including consolidated financial statement along with all the documents required to be or attached to such financial statements, duly adopted at the AGM of the company with the Registrar within   30 days of the date of AGM or in case financial statements are adopted in the adjourned AGM, within 30 days of the date of adjourned AGM.
If annual general meeting is not held for any year, the financial statements along with the documents required to be attached under sub-section (1) of section 137 duly signed along with the statement of facts and reasons for not holding the annual general meeting shall be with the Registrar within 30 days of the last date before which the annual general meeting should have been held.
6.
Certification of
Annual Return
92 & Rule 11(2) of Companies
(Management and Administration) Rules, 2014
Form MGT-8
The annual return filed by a listed company or a company having paid up share capital of Rs. 10 Crores or more or turnover of Rs. 50 crores or more shall be certified by a Company Secretary in Practice.
7.
Boards’ Report
134 & Rule 8 of the Companies (Accounts) Rules, 2014.

Directors’ Report shall be prepared in a manner which shall include all the information required under Section 134. It should be signed by the “Chairperson” authorized by the Board, and where he is not so authorized, by at least 2 Directors one of whom shall be a managing director or by the director where there is one director.



In case of a Specified IFSC private company, if any information listed in this sub-section is provided in the financial statement, the company may not include such information in the report of the Board of Directors. (Vide Notification No. G.S.R. 9(E) dated 4th January, 2017)
8.
Circulation of Financial Statement & other relevant Documents
136
Company shall send to all the members of the Company, all trustees for the debenture holders and to all persons being the persons so entitled, copy of the (approved) Financial Statements (including consolidated Financial Statements, if any, auditor’s report and every other document required by law to be annexed/ attached to the financial statements) at least 21 clear days before the Annual General Meeting.



Except in case AGM is called on shorter notice pursuant     to section 101(1). In case of private company, Section 101 shall apply, unless otherwise specified in such section or the articles of the company provide otherwise. (Vide Notification No. G.S.R. 464 (E) dated 5th June, 2015 regarding exemption to private companies)
9.
Notice of AGM
101 & Rule 18 of the Companies (Management and Administration) Rules, 2014 & SS-2
Every Notice of Annual General Meeting shall be prepared as per Section 101 of Companies Act, 2013 and Secretarial Standard - 2.
In case of private company - Section 101 shall apply, unless otherwise specified in such section or the articles of the company provide otherwise. - Notification No. G.S.R.464 (E) dated 5th June, 2015.
10.
Sending of Notice of AGM
101 & SS - 2
Notice of Annual General Meeting shall be sent to all the Directors, Members, Auditors, legal representative of any deceased member and the assignee of an insolvent member.



In case of private company - Section 101 shall apply, unless otherwise specified in such section or the articles of the company provide otherwise. - Notification No. G.S.R.464 (E) dated 5th June, 2015.
11.
Board Meetings
173 & SS-1
Every Company shall hold a minimum number of 4 meetings of its Board of Directors every year in such a manner that maximum gap between two meetings should not be more than 120 days. Company should hold at least 1 Board Meeting in every quarter of each calendar year.
12.
Notice of Board Meeting
173 (3) & SS-1
A meeting of the Board shall be called by giving not less  than 7 days’ notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means.
However, meeting of the Board may be called at shorter notice to transact urgent business.
13.
Appointment of Auditor
139(1) & Rule 4(2)
of the Companies (Audit and Auditors) Rules, 2014
E-form ADT-1
Auditor shall be appointed for 5 years in the AGM. The company shall inform the auditor concerned of his or its appointment, and also file a notice of such appointment with the Registrar within fifteen (15) days of the meeting in which the auditor is appointed in E-form ADT-1.
In case of Specified IFSC Private Company- the notice of auditor’s appointment shall be filed with the Registrar within 30 days of the meeting in which the auditor is appointed.
(Vide Notification No. G.S.R. 9 (E) Dated 4th
January, 2017).
14.
Register of members
88 & Rule 3 of the Companies
(Management and Administration) Rules, 2014.
Form MGT.1 & 
Form MGT.2
Company shall keep & maintain the following mandatory Registers:
Register of Members,
Register of debenture-holders
Register of any other security holders

Event Based Compliances :

Even based compliances are those which gets triggered upon happening of certain events. Hence, it is necessary that the happening of such events get tracked and compliances met with on time in order to avoid penalties or additional fees. Some of the Event based compliances are mentioned below along with the time limit:

Particulars
Form No
Time Limit
Change in Directors or KMP
DIR-12
Within 30 Days of such change
Increase in Authorized Share capital
SH-7
Within 30 days of passing OR
Increase in Paid up share capital (Issue of security)
PAS-3
Within fifteen days from the date of the allotment
Change in registered office
INC-22
Within fifteen days from the date of such change
Change in secured borrowing (Creation, modification and satisfaction of charge)
CHG-1
All types of Charges within 30 days of its creation
Change of name of company
INC-24
Within 60 days from the date of applying reservation of name in INC-1
Conversion of company
INC-27
Filing of resolution and agreements
MGT-14
Within 30 days from date of passing resolution
Removal of Director before Expiry
ADT-2
Within 30 days from date of passing SR
Application for KYC of Directors
DIR-3 KYC
On or before 30th April of immediate next Financial Year (Annual Compliance)
Report for Disqualification of the Director
DIR-9
To be filed by company within 30 days of such disqualification
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