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.
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