MANDATORY COMPLIANCE FOR A PRIVATE LIMITED COMPANY

INTRODUCTION

Every private limited company in India must comply with the provisions of the Companies Act, 2013 and other applicable laws. Failure to meet these legal requirements can result in penalties, fines, or other legal consequences.

To prevent such issues, it is important to follow a mandatory compliance checklist and ensure that all filings, records, and disclosures are completed on time. Regularly reviewing this checklist helps the company stay compliant, avoid legal troubles, and maintain smooth business operations.

TMWala assists companies in managing their statutory compliance effortlessly by providing expert support in documentation, timely filings, and regulatory guidance ensuring your company remains fully compliant throughout the year.

KEY COMPLIANCES FOR NEWLY INCORPORATED COMPANIES IN INDIA

After incorporation, every newly registered private limited company must fulfil certain initial compliance requirements as prescribed under the Companies Act, 2013 and related regulations.

Below are the key compliance requirements that newly incorporated companies must follow:

1. APPOINTMENT OF DIRECTORS

Within 30 days of incorporation, the company must appoint its directors and notify the Registrar of Companies (RoC) about the appointments. The filing should include the consent letters, declarations, and other supporting documents from the appointed directors.

2. REGISTERED OFFICE

Every company must have a registered office capable of receiving official correspondence and notices.

• Form INC-22 must be filed with the RoC within 30 days of incorporation to verify and confirm the registered office address.

3. APPOINTMENT OF COMPANY SECRETARY

Companies that meet specific threshold criteria (such as paid-up share capital requirements) are required to appoint a qualified Company Secretary within the prescribed timeframe from the date of incorporation to ensure compliance and proper record maintenance.

4. STATUTORY MEETINGS

The company must hold its first Board Meeting within 30 days of incorporation. Subsequent board meetings should be convened at regular intervals as per the requirements of the Companies Act, 2013 and Secretarial Standard–1 (SS-1).

5. MAINTENANCE OF STATUTORY REGISTERS

Newly incorporated companies must prepare and maintain various statutory registers and records, including:

• Register of Members
• Register of Directors and Key Managerial Personnel
• Register of Charges and Share Transfers

These registers must be updated regularly and kept at the company’s registered office.

6. ANNUAL FILINGS

Even newly incorporated companies are required to file their annual financial statements and annual returns with the RoC:

• Form AOC-4– Filing of financial statements.
• Form MGT-7– (or MGT-7A for small companies) – Filing of annual return. These filings must be submitted within the prescribed timelines along with the applicable fees and supporting documents.

7. CORPORATE GOVERNANCE

New companies should ensure compliance with corporate governance norms, which include:

• Constitution of Board Committees (if applicable).
• Appointment of statutory auditors.
• Adherence to disclosure and transparency requirements to uphold accountability and good governance practices.

MANDOTORY COMPLIANCE FOR A PRIVATE LIMITED COMPANY

Below is a detailed overview of the key annual compliance requirements that every private limited company must fulfil:

1. BOARD MEETINGS SECRETARIAL STANDARD–1 (SS-1).

Board meetings are crucial for discussing and approving important business decisions. Companies must ensure that meetings are conducted properly, with due notice, quorum, and recordkeeping as per the law.

Key requirements:

• A minimum of 4 board meetings must be held in a financial year.
• The gap between two consecutive meetings should not exceed 120 days.
• Meetings should be held with proper notice and quorum as required under the Act.
• Minutes of the meetings must be properly maintained and preserved for records.

2. ANNUAL GENERAL MEETING (AGM)(As per Secretarial Standard-2 – SS-2)

An AGM provides an opportunity for shareholders to review the company’s performance and approve key matters.

Key requirements:

• Must be conducted within 6 months from the end of the financial year (except for One Person Companies).
• Typical agenda items include:
  • Approval of financial statements.
  • Declaration of dividends, if applicable.
  • Appointment or reappointment of statutory auditors.
  • Approval of the Director’s Report and other resolutions.

3. FILING OF FINANCIAL STATEMENTS (FORM AOC-4)

Every company must file its audited financial statements with the Registrar of Companies (ROC).

Key requirements:

• Due date: Within 30 days from the date of the AGM.
• The filing includes the balance sheet, profit and loss account, cash flow statement, and audit report.

4. FILING OF ANNUAL RETURN (FORM MGT-7A FOR SMALL COMPANIES / MGT-7 FOR OTHERS)

The annual return gives a snapshot of the company’s structure and management for the financial year.

Key requirements:

• Due date:Within 60 days from the date of the AGM.
• Must include details such as:
  • Shareholding pattern.
  • Information on directors and key managerial personnel (KMP).
• Changes in management or directorship.

5. DIRECTOR’S KYC (FORM DIR-3 KYC)

To keep the records of directors updated, every individual holding a Director Identification Number (DIN) must complete KYC verification annually.

Key requirements:

• Due date: On or before 30th September each year.
• Non-filing may lead to deactivation of DIN and penalties.

6. APPOINTMENT OF STATUTORY AUDITOR (FORM ADT-1)

Companies are required to appoint or reappoint a statutory auditor to audit financial statements and ensure accuracy in reporting.

Key requirements:

• Due date: Within 15 days of the AGM.
• The appointment is generally for a five-year term, and details must be filed with ROC using Form ADT-1.

7. FILING OF MSME-1 (IF APPLICABLE)

Companies dealing with Micro, Small, and Medium Enterprises (MSMEs) must report any payments pending for more than 45 days.

Key requirements:

• For April to September: File by 31st October.
• For October to March: File by 30th April.

8. FILING OF DPT-3 (IF APPLICABLE)

This return is filed to disclose details of money received by the company that is not considered a deposit under the Companies Act.

Key requirements:

• Due date: 30th June every year.
• Includes information on outstanding loans, advances, or deposits, excluding those from directors or banks.

9. FILING OF BEN-2 (IF APPLICABLE)

Companies must disclose the details of any Significant Beneficial Owner (SBO) holding 10% or more of shares or voting rights.

Key requirements:

• Due date: Within 30 days of receiving the BEN-1 declaration from the SBO.

CONSEQUENCES OF NON-COMPLIANCE

Failure to comply with statutory requirements under the Companies Act, 2013 can lead to serious repercussions, including:

• Penalties and fines imposed by the Registrar of Companies (RoC).
• Disqualification of directors under Section 164 of the Act.
• Prosecution of officers responsible for non-compliance.
• Striking off the company’s name by the RoC in cases of continuous default.

Timely compliance helps companies avoid these consequences and maintain legal credibility.

TMWala helps companies stay on top of all compliance deadlines by providing automated reminders, expert filings, and end-to-end legal assistance, ensuring you never miss an important regulatory requirement.

CONCLUSION

Staying compliant with the Companies Act, 2013 and other statutory regulations is essential for every private limited company to operate smoothly and maintain credibility. Regular monitoring of compliance obligations not only helps avoid penalties and legal complications but also builds trust among stakeholders and investors.

With expert assistance from TMWala, businesses can simplify their compliance process through timely filings, professional guidance, and ongoing support ensuring complete peace of mind and uninterrupted business growth.

IMPORTANT FAQs

1. What compliances must a private limited company follow?
   Board meetings, AGM, AOC-4, MGT-7/MGT-7A, and maintaining statutory registers.
2. When is the first board meeting required?
   Within 30 days of incorporation.
3. What happens if a company is non-compliant?
   Penalties, director disqualification, prosecution, or company striking off.
4. When is Form AOC-4 due?
   Within 30 days after the AGM.