Every private limited are required to comply with several compliances under Companies Act 2013. Private Company compliance are required to be complied to avoid severe penalty, additional fee and also bad reputation.
Scope of Private Company Compliance
Disclosures by a Director of his Interest
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 follow compliances for disclose his concern or interest in other entities which shall include the shareholding in form MBP-1.
Disqualification of Directors
Every director shall inform the company concerned in form DIR-8 about his disqualification under sub-section (2) of section 164, if any, before
he is appointed or re-appointed.
Every company shall file its Annual Return in e-form MGT-7 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. It is most important part of private company compliance.
Extract of the Annual Return
Every company is required to place annual return in form MGT-9 on the website of the company,if any 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.
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 in e-form AOC-4, 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 subsection (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. As a part of private company compliance, it is mandatory to have financial statements for private limited company.
Certification of Annual Return
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 in form MGT-8 by a Company Secretary in Practice.
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.
Circulation of Financial Statement & other relevant Documents
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.
Notice of AGM
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.
Sending of Notice of AGM
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.
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
one Board Meeting in every quarter of each calendar year.
Notice of Board Meeting
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.
Appointment of Auditor
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.
Appointment of Company Secretary
Private Company having paid up share capital of Rs. 5 crores or more is required to appoint a whole time Company Secretary.
Register of Members
Company shall keep & maintain the following mandatory Registers:
1. Register of Members
2. Register of debenture-holders,
3. Register of any other security holders.