Compliance Calendar for Private Limited Companies – Companies Act | SEBI Laws

What are the Compliances for Private Limited Companies?

Private Limited Companies, especially in jurisdictions like India, have several compliance requirements mandated by laws and regulations. Here are some of the key compliance areas they need to manage:

– Annual Filings: Private limited companies must file their annual returns and financial statements with the Registrar of Companies (ROC). This includes Form MGT-7 (Annual Return) and Form AOC-4 (Financial Statements).
– Board Meetings: The Companies Act mandates that a private limited company hold at least four board meetings every year, with not more than 120 days between each meeting. – Maintenance of Statutory Registers: Companies are required to maintain certain statutory registers such as the register of members, register of directors, etc. – Director’s Report: A director’s report must be prepared detailing the state of the company, the compliance with corporate social responsibility, acknowledgment of audits, etc., and filed annually. – Event-based Compliance: Certain events like changes in the board of directors, shareholding pattern, loans, guarantees, or investments trigger specific filing requirements with the ROC. – Shareholder Meetings: An Annual General Meeting (AGM) must be held once every year, and all shareholders must be invited to discuss annual accounts, director appointments, and other company affairs. – Other Regulatory Compliances: Depending on the sector in which the company operates, there may be additional compliance requirements related to environment, safety, health, etc.
– Income Tax Returns: These companies are required to file annual income tax returns with the Income Tax Department. The specific form and requirements depend on the company's earnings, transactions, and business activities.
– GST Compliance: Companies engaged in goods and services trade must register for Goods and Services Tax (GST) and file monthly, quarterly, and/or annual returns depending on their turnover and the state regulations.
– Statutory Audit: Private limited companies must have their annual accounts audited by a Chartered Accountant. The auditor’s report is then submitted as part of the company’s annual filing with the ROC.

By Taxmann’s Research and Advisory Team | Corporate Laws

Table of Contents

1. Introduction
2. Compliances Applicable to the Private Limited Companies

1. Introduction

With the introduction of the Companies Act, 2013, in 2014, the compliance burden of every Company has increased substantially irrespective of its nature, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company, or One-Person Company (OPC).

In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies must adhere to all the applicable compliances within the specified due dates. Any non-compliance on the part of companies often results in heavy penalties. It is a good practice to track the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.

Under the Companies Act 2013, various compliances must be done on a time-to-time basis. For a better understanding of the same, we have categorised the various Compliances on the following basis:

• Event-based Compliance: Compliance is to be done upon the occurrence or happening of a certain event, like filing E-form INC-22 upon shifting the company’s registered office.
• Time-based Compliance: Compliances are to be done on an annual, half-yearly, and quarterly basis, like the Filing of E-form AOC-4 and MGT-7.
• Specific Criteria-Based Compliance: Some compliances are based on paid-up share capital, turnover, or any other specific requirement, such as filing E-Form AOC-4 (XBRL) or appointing a Company Secretary.

In addition to the above-mentioned compliances, a listed company is also required to make various Quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:

• SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
• Compliances under SEBI (Depositories and Participants) Regulations, 2018
• Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
• Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

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.

2. Compliances Applicable to the Private Limited Companies

1. The clause (g) shall not apply to Private Companies, MCA GSR 464(E) dated 05.06.2015
2.  The interested director of a private company may participate in such meeting after disclosure of his interest, MCA GSR 464(E) dated 05.06.2015

Dive Deeper:
Compliance Calendar for Unlisted Public Companies
Compliance Calendar for Section 8 Companies
Compliance Calendar for One Person Company & Small Company
Compliance Calendar for Listed Companies
Compliances Based on Threshold Limits under the Companies Act, 2013