Private Companies Compliance Calendar – Companies Act – SEBI Laws
Compliances for Private Limited Companies
Private limited companies, especially in jurisdictions like India, are required to adhere to several compliance mandates set forth by laws and regulations. Below are some key compliance areas they need to manage:
Private Companies Compliance Calendar
Annual Filings:
– Annual Returns: File Form MGT-7 (Annual Return) and Form AOC-4 (Financial Statements) with the Registrar of Companies (ROC).
Board Meetings:
– Frequency: Hold at least four board meetings each year, with no more than 120 days between each meeting.
Maintenance of Statutory Registers:
– Registers: Maintain statutory registers such as the register of members, register of directors, and other required records.
Director’s Report:
– Content: Prepare a director’s report detailing the company’s state, compliance with corporate social responsibility, acknowledgments of audits, and other relevant information.
– Filing: File the director’s report annually with the ROC.
Event-based Compliance:
– Trigger Events: Specific filings with the ROC are required for events such as changes in the board of directors, alterations in shareholding patterns, and modifications in loans, guarantees, or investments.
Shareholder Meetings:
– Annual General Meeting (AGM)**: Conduct an AGM once every year to discuss annual accounts, director appointments, and other company matters.
Other Regulatory Compliances:
– Sector-specific Requirements: Depending on the industry, there may be additional compliance requirements related to environment, safety, health, and more.
Income Tax Returns:
– Filing: Submit annual income tax returns to the Income Tax Department. The specific forms and requirements depend on the company’s earnings, transactions, and business activities.
GST Compliance:
– Registration and Returns: Register for Goods and Services Tax (GST) and file monthly, quarterly, and/or annual returns based on turnover and state regulations.
Statutory Audit:
– Audit Requirement: Have annual accounts audited by a Chartered Accountant.
– Auditor’s Report: Submit the auditor’s report as part of the company’s annual filing with the ROC.
Adhering to these compliance requirements ensures that private limited companies remain in good legal standing and avoid penalties.
Private Limited Companies Compliance Calendar – Companies Act – SEBI Laws
Compliances Applicable to the Private Limited Companies
Private Companies Compliance Calendar
Introduction
With the introduction of the Companies Act, 2013, in 2014, the compliance burden for all types of companies has significantly increased, whether they are Private Limited Companies, Public Limited Companies, Listed Companies, Small Companies, Section-8 Companies, or One-Person Companies (OPC).
To enhance transparency in reporting, the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) frequently issue new amendments through circulars and notifications. Companies must adhere to all applicable compliances within specified due dates. Non-compliance often results in substantial penalties. It is advisable to track relevant compliances according to the provisions of the Companies Act, 2013, and SEBI regulations as applicable.
Under the Companies Act, 2013, various compliances must be fulfilled periodically. To better understand these, we categorize them as follows:
Event-based Subordination: These compliances are triggered by specific events. For example, filing E-form INC-22 is required when shifting the company’s registered office.
Time-based Compliance: These compliances are required on an annual, half-yearly, or quarterly basis. Examples include filing E-form AOC-4 and MGT-7.
Specific Criteria-Based Compliance: Some compliances depend on criteria such as paid-up share capital, turnover, or other specific requirements. For instance, filing E-Form AOC-4 (XBRL) or appointing a Company Secretary is mandatory under certain conditions.
In addition to these compliances, listed companies are also required to adhere to various quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:
– SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
– SEBI (Depositories and Participants) Regulations, 2018
– SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
– SEBI (Prohibition of Insider Trading) Regulations, 2015
This document also discusses in detail the compliances related to holding Annual General Meetings (AGM) and the minimum number of Board Meetings or Committee Meetings required by law.
Private Companies Compliance Calendar – Companies Act – SEBI Laws
| 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 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 | |
| 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 | 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 | |
| Section 117 (except clause g)1 | 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 12 | Intimation of Change in the Registered Office | Within 30 days of the change of address | Within 30 days of the change of address | INC-22 | 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 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 | |
| Section 92 | Filing of annual return | To be filed within 60 days from the conclusion of the AGM | Within 60 days from the date of the AGM | E – Form MGT-7 | ROC | |
|
| Section 1842 | 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 |
- The clause (g) shall not apply to Private Companies, MCA GSR 464(E) dated 05.06.2015
- The interested director of a private company may participate in such a meeting after disclosure of his interest, MCA GSR 464(E) dated 05.06.2015
Private Companies Compliance Calendar – Companies Act – SEBI Laws
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