Compliance Calendar for Private Companies
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- Last Updated on 7 June, 2022
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Table of Contents:
1. Compliances applicable to the Private Companies
2. Compliances based on threshold limits under the Companies Act, 2013
3. Meeting Requirements
By Taxmann’s Editorial Team
The term ‘Private Company’ has been defined under Section 2(68) of the Companies Act, 2013. “Private Company” means a company which has a minimum paid-up share capital as may be prescribed and which by its articles restricts the right to transfer its shares except in the case of One Person Company, which limits the number of its members to 200 and prohibits any invitation to the public to subscribe for any securities of the company.
Private companies are given many procedural concessions under Companies Act, 2013. In private company the control over the company remain with very few members hence it is best suited for closely held business. Practically saying, private companies are really partnership firms incorporated in the form of Pvt. Ltd. Company for legal purposes.
The Private Companies are bound to follow the annual and periodic compliances as prescribed under the Companies Act, 2013.
In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies are under obligation to adhere to all the applicable compliances within the specified due dates. Any non-compliance on part of companies often results in heavy penalties. It is a good practice to keep a track of the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.
Under the Companies Act, 2013 there are various compliances to be done on a time to time basis. For a better understanding of the same we have categorized the various Compliances on the following basis:
(a) Event-based compliances: Compliance to be done on the occurrence or happening of a certain event, like Filing of E- form INC-22 on shifting of Registered Office of the Company.
(b) Time-based compliance: Compliances to be done on an annually, half-yearly, quarterly basis, like Filing of E- form AOC-4 and MGT-7.
(c) Specific Criteria based Compliance: Some compliances are based on paid-up share capital, turnover or any other specific requirement like the requirement to file E-Form AOC-4 (XBRL), Appointment of Company Secretary, etc.
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.
1. Compliances applicable to the Private 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 89 (6)
|
Intimation of Declaration made in respect of a beneficial interest in any share | Within 30 days from the receipt of declaration by the company | Within 30 days from the receipt of declaration by the company | MGT-6 | ROC | |
| Section 90 (4) | Return of significant beneficial owners | Within 30 days from the receipt of declaration by the company | Within 30 days from the receipt of 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 end of the financial year | 30th September | DIR – 3 KYC | ROC | |
| Section 139 | Notice to the Registrar by the company for appointment of 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) | Notice to the Registrar for appointment of First Statutory Auditor | Appoint within 30 days from the incorporation date | Within 30 days from the incorporation date | ADT – 1 | ROC | |
|
|
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 |
Filing of Resolutions and agreements to the Registrar | Within 30 days of the passing of resolution/
entering into agreement |
Within 30 days of the passing of resolution/entering into an agreement | MGT – 14 | 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 |
| 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 | ROC | |
| 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 AGM. | Within 30 days from the date of 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 AGM.
|
Within 60 days from the date of AGM | E – Form MGT – 7 | ROC | |
|
|
Section 184 | Disclosure of Interest by Director. | In the First Board Meeting of the Financial Year AND whenever there is a change in the disclosures already made. | 1st Board Meeting of the F.Y.
AND Whenever there is change the disclosures already made |
MBP-1 | NA, as the Director concerned is required to disclose this to the Company. |
2. Compliances based on threshold limits under the Companies Act, 2013
| Section | Provision | Applicability | Exemption | Due Date | Form no. | Reporting
Authority |
|
| Section 137 | XBRL
|
a) Listed Companies
b) Indian Subsidiaries of Listed Companies c) Companies having Paid up Share Capital of 5 Cr. or more e) Companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015 |
a)Non-Banking Financial Companies
b) Banking Companies |
30 days from conclusion of AGM | AOC – 4 XBRL | ROC | |
| CARO, 2020 Companies (Auditor’s Report) Order, 2020
|
Every company, including a foreign company as defined in sec 2 (42). | a) A Banking Company
b) An Insurance Company c) A Section 8 Company d) One Person Company e) A Small Company f) A Private satisfying the following conditions: 1) Company which is not a holding of public company 2) Company which is not a subsidiary of public company 3) Paid-up capital and reserve and surplus of not exceeding Rs. 1 crore 4) Total borrowings from any bank or financial institution at any point of time during the financial year 5) Total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) does not exceed 10 Crores. |
NA | NA | An annexure of CARO is to be attached with statutory Auditor’s Report. | ||
| Cash Flow Statement | all companies except those exempted need to prepare the Cash Flow Statement | a) One Person Company b) Small company c) Dormant company d) private company (if it is a start-up) |
NA | NA | NA | ||
| Section 138 | Internal Auditor | (a) Every listed company
(b) every unlisted public company having-
(i) paid up share capital of fifty crore rupees or more during the preceding financial year; or
(ii) turnover of two hundred crore rupees or more during the preceding financial year; or
(iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or (iv) outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and
(c) every private company having-
(i) turnover of two hundred crore rupees or more during the preceding financial year; or
(ii) Outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year. |
Companies not falling under the criteria as specified in column C. | Annually | MGT-14 | Registrar of companies | |
| Section 92 | Certification by a Company Secretary on Annual return | a) All Listed Companies or
b) Companies with a paid-Up share capital of 10 Crore or more or c) Companies with a turnover of 50 Crore rupees or more |
Companies not falling under the criteria as specified in column C. | To be annexed with E- form MGT-7(filed within 60 days from date of AGM) | MGT – 8 | Registrar of Companies | |
| Section 203 | Appointment of Company Secretary | a) All listed Companies or b) Companies having a paid-up share capital Rs. 10 Crore or more |
Companies not falling under the criteria as specified in column C | Within 30 days from the board meeting in which appointment is approved. | DIR – 12 | Registrar of companies | |
| Section 204 read with Section 117 | Secretarial Audit | a) Every listed company
b) Every public company having a paid-up share capital of 50 crore or more in an immediate preceding F.y. c) Every public company having a turnover of 250 crore rupees or more in an immediate preceding F.y. or d) Every Company having loans or borrowings from banks or public financial institutions of 100 crore rupees or more in an immediate preceding F.y. |
Companies not falling under the criteria as specified in column C | Within 30 days from the board meeting in which appointment is approved | MGT-14 | Board of directors | |
| Section 149 (6) | Independent director | a) Listed company
b) Public companies with paid-up share capital of Rs. 10 crore or more. c) Public companies with a turnover of Rs. 100 crore or more. d) public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.
|
1) Joint Venture
2) wholly owned subsidiary
3) Dormant Companies
|
Within 30 days from the board meeting in which appointment is approved. | DIR – 12 | Registrar of companies | |
| Section 203 | Key Managerial Personnel (other than CS) | a) All listed companies b) All those Public companies that have paid-up share capital of Rs. 10 Crore or more. |
Private Companies are exempted from filing E –form MR-1 | 1)
Within 30 days from the board meeting in which appointment is approved
2)In case of appointment of MD/WTTD/Manager MR-1 is also required to be filed Within 60 days from the date of appointment |
1)
DIR – 12
2) MR-1 |
Registrar of companies | |
| Section 177 | Audit
Committee |
a) All listed Public Companies b) Public companies with paid-up share capital of Rs. 10 crore or more.c) Public companies with a turnover of Rs. 100 crore or more.d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores. |
IFSC Public Companies | ||||
| Section 178 | Nomination and Remuneration Committee | a) All listed Public Companies b) Public companies with paid-up share capital of Rs. 10 crore or more.c) Public companies with a turnover of Rs. 100 crore or more.d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores. |
IFSC Public Companies | ||||
| Section 178 | Stakeholders Relationship Committee | a) All listed Public Companies b) Public companies with paid-up share capital of Rs. 10 crore or more.c) Public companies with a turnover of Rs. 100 crore or more.d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores. |
IFSC Public Companies | ||||
| Section 149 (1) | Women Director | a) Listed companies b) Public Companies having a Paid-Up Share Capital of Rs. 100 Crore or more; or c) Public Companies having a turnover of Rs. 300 Crore or more |
Within 30 days from the board meeting in which appointment is approved. | DIR – 12 | Registrar of companies | ||
| Section 177 (9) | Vigil Mechanism | a) All listed companies b) The company accepting deposits from the general public; c) The companies that already have taken money from banks and public financial institutions in excess of Rs. 50 crores |
IFSC Public Companies | ||||
| Section 135 | Corporate Social Responsibility Committee | Companies Having: (a) having net worth of Rs. 500 Crores or more during the immediately preceding Financial Year (b) turnover of Rs. 1000 crores or more during the immediately preceding Financial Year (c) net profit of Rs. 5 crore or more during the immediately preceding Financial Year
|
Companies not falling under the criteria as specified in column C | For F.Y. 2020-21: 31st May,2022
For F.Y. 2021-22 and onwards: As an addendum to Form AOC-4/ AOC-4 XBRL/ AOC-4 NBFC as the case may be. |
CSR-2 | ||
3. Meeting Requirements
| Applicable Section | Type of Meeting | Time line for holding meeting | Exemptions/Relaxation, if any |
| Section 173 | First Board Meeting | Within 30 days from the date of incorporation | IFSC Public Companies1
IFSC Private Companies2.
OPC having 1 Director3 |
| Section 173 | Subsequent Board Meeting | Minimum 4 meetings in a year. The gap between 2 meetings should not exceed 120 days. | IFSC Public Companies1
IFSC Private Companies2.
Section-8 Companies4
One Person Company, Small Company, Dormant Company, Start-up Private Company 5 OPC having 1 Director3
|
| Section 96 | First AGM | Within 9 months from the closure of first financial Year | One Person Company |
| Section 96 | Subsequent AGM | 30th Sep (Within 6 months from the closure of the financial Year)
Further the gap between 2 AGM should not exceed 15 months |
One Person Company |
| Section 177 and Reg 18 of LODR | Audit Committee meeting | Minimum 4 times in a year and gap between two meetings should not exceed 120 days | All Companies except listed companies can hold the meeting as and when necessary. |
| Section 178 and Reg 19 of LODR | Nomination and Remuneration Committee meeting | At least once in a year. | All Companies except listed companies can hold the meeting as and when necessary. |
| Section 178 and Reg 20 of LODR | Stakeholders Relationship Committee meeting | At least once in a year. | All Companies except listed companies can hold the meeting as and when necessary. |
|
Section 135 |
CSR Committee meeting | As and when company feel necessary.
|
- IFSC Public Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year. – Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017.
- IFSC Private Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year- Exemption Notification to specified IFSC Private Companies, GSR 09 (E) dated 04.01.2017.
- Provisions of Board meeting shall not apply to an OPC having only 1 Director- Proviso to Section 173 (5).
- Section 8 companies shall hold at least one meeting within every six calendar months- Notification no. G.S.R. 466(E) dated 5th June, 2015.
- A One Person Company, small company, dormant company and a private company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days Section 173 (5)
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