SECRETARIAL COMPLIANCES FOR A PRIVATE LIMITED COMPANY BY COMPANY SECRETARY

Statutory secretarial compliances for a private limited company in India are crucial to ensure adherence to various legal and regulatory requirements. These compliances help in maintaining proper corporate governance and avoid penalties. Here is a comprehensive list of the key secretarial compliances that a private limited company must adhere to:

1. Board Meetings

Frequency: A minimum of 4 board meetings must be held every year, with not more than 120 days gap between two consecutive meetings.
Notice: At least 7 days’ notice must be given to all directors.
Minutes: Proper minutes of the meeting should be maintained and signed by the Chairman.

2. Annual General Meeting (AGM)

Frequency: One AGM must be held every year within six months from the end of the financial year, with a gap of not more than 15 months between two AGMs.
Notice: A minimum of 21 days’ notice must be given to all shareholders.
Agenda: Approval of financial statements, declaration of dividends, appointment of auditors, etc.

3. Annual Return (Form MGT-7)

Due Date: Within 60 days from the date of the AGM.
Contents: Details of shareholders, directors, indebtedness, changes in shareholding, etc.

4. Financial Statements (Form AOC-4)

Due Date: Within 30 days from the date of the AGM.
Contents: Balance sheet, profit and loss account, cash flow statement, and other relevant financial documents.

5. Director’s Report

Contents: Company’s performance, financial position, dividend declaration, changes in directorship, and other disclosures as per the Companies Act, 2013.

6. Income Tax Return

Due Date: By 30th September of the assessment year.
Contents: Income details, tax calculations, deductions, and other relevant information.

7. Statutory Audit

Frequency: Annually.
Requirements: Appointment of a statutory auditor to audit the financial statements of the company.

8. ROC Filings

Form DIR-3 KYC: KYC of directors to be filed annually.
Form ADT-1: Appointment of auditor to be filed within 15 days from the date of AGM.
Form MGT-14: Filing of resolutions and agreements, if applicable.
Form MSME-1: Details of outstanding payments to MSMEs to be filed semi-annually.
Form DPT-3: Return of deposits to be filed annually.

9. Maintenance of Statutory Registers

Register of Members (Form MGT-1)
Register of Directors and Key Managerial Personnel (Form MBP-1)
Register of Charges (Form CHG-7)
Register of Loans, Guarantees, and Securities (Form MBP-2)

10. Disclosure of Interest by Directors (Form MBP-1)

Frequency: At the first board meeting of the financial year and whenever there is any change in interest.

11. Compliance Certificate (Form MGT-8)

Applicability: For companies having a paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more.
Due Date: Along with the annual return.

12. Other Periodic Filings

Form PAS-6: Reconciliation of share capital audit report to be filed half-yearly.
Form BEN-2: Disclosure of beneficial ownership to be filed within 30 days of receiving Form BEN-1 from the shareholders.
Form INC-22A (Active): Active Company Tagging Identities and Verification.

13. Event-Based Compliances

Change in Directors (Form DIR-12): Within 30 days of the change.
Change in Registered Office (Form INC-22): Within 30 days of the change.
Increase in Authorized Share Capital (Form SH-7): Within 30 days of passing the resolution.
Allotment of Shares (Form PAS-3): Within 30 days of the allotment.

14. GST Compliances

Registration: Mandatory if turnover exceeds the specified limit.
Returns: Monthly/quarterly returns (GSTR-1, GSTR-3B) and annual return (GSTR-9).

15. Employee-Related Compliances

Provident Fund (PF) Returns: Monthly returns and annual return.
Employee State Insurance (ESI) Returns: Monthly returns.
Professional Tax: As per state laws.

16. Secretarial Audit

Applicability: Mandatory for listed companies and other specified companies as per the Companies Act.
Due Date: Annually, along with the board report.

Summary

Ensuring timely and accurate compliance with these statutory requirements is essential for maintaining the legal standing and smooth operation of a private limited company. Non-compliance can lead to penalties, fines, and other legal consequences. It is advisable to consult with a professional company secretary or legal expert to manage these compliances effectively.