COMPLIANCE OF

STATUTORY
REQUIREMENTS
APPLICABLE TO
PRIVATE LIMITED
COMPANIES UNDER THE
COMPANIES ACT, 2013

Dear Directors/Promoters
Please note that a company
registered under the Companies
Act, 2013 is required to make
compliances regularly and some of
them event based. Here is a list of
the compliances that will help you
to comply better and be in touch
with professionals to take guidance
for the compliances.
(Directors of a company are
primarily responsible to make
compliances for the company and
non-compliance will attract penal
provisions which includes penalty
and imprisonment)
 Date – vise
compliances
Date Obligation

31st March Close of books of

accounts

30th September Holding of Annual

General Meeting

30th October Filing of Annual

Accounts and other documents with
ROC
30th November Filing of Annual
Return with ROC

30th June Filing of return of

Deposits (if any)

30th April Filing of DIN

KYC (for every director every year)

BOARD MEETINGS AND GENERAL

MEETINGS

Every company must hold at least

4 Board meetings in a year (2 for a
small company)

Every company must hold Annual

General meeting on or before 30th
Sept every year
STATUTORY COMPLIANCES

STATUTORY RECORDS:

A private limited company like any

other company is required to
maintain statutory registers and non
statutory registers as follows

REGISTERS TO BE MAINTAINED BY
THE COMPANY:

Sr. FORM NAME OF

PARTICULARS
No. NAME REGISTER
1 MGT-1 Register of Details of shareho
Members of the compan
 Register of
Debenture
Details of Deben
2 MGT-2 Holders/ Other
holders of the com
Securities
Holders
Register of
Directors and Details of Director
Key key Manageria
3 Managerial Personnel and T
Personnel and Shareholding
Their company
Shareholding
Register of
Renewed and Details of Duplic
4 SH-2 Duplicate share certificate is
Share by the compan
Certificate
 Register of Details of Sweat E
5 SH-3 Sweat Equity Shares issued by
Shares company

Register of Details of Emplo

6 SH-6 Employee Stock Option sche
Stock Option issued by the com

Register of
Shares/Other Details of Shares/O
7 SH-10
Securities Securities Bought
Bought Back

8 CHG-7 Register of Details of charges o

Charges assets of the comp
held by
 lenders/creditors/B

Register of
Loans,
Details of loan
Guarantee,
Guarantee, Security
9 MBP-2 Security And
Acquisition ma
Acquisition
(given) by the com
made(given)
By Company
Register of
Investment Details of investm
10 MBP-3 Not Held In Its made by the comp
Own Name By not in its nam
The Company
11 MBP-4 Register of Details of contra
Contracts With entered by the com
Related Party with related part
And Contracts Bodies Etc. In W
 And Bodies
Etc. In Which
Directors Are Inter
Directors Are
Interested

Record of Details of shares is

12. PAS-5 Private through priva
Placement placement.

13 Books Of Maintenance of var

Accounts books includes,
1. Purchase Day
Book
2. Sales Day Book
3. Return Inward
Book
4. Return outward
Book
5. General Journal
 Etc.
Register containing
Register Cost incurred in product
14 CRA-1
Record goods or provisio
service.

15 Register for
Details of benefi
Beneficial
holders of shar
Holder

16 Register of Details of direct

Director’s Shareholding of in
Shareholdings company
 Details of depos
Register of accepted by th
17 DPT4
Deposits company and deta
depositors.

Return containi
Return of
particulars of dep
18 DPT3 deposits filed
accepted by th
with ROC
company

19 Register of Details of shareho

shareholders having differential
of differential and index of Mem
rights and having different
index of rights.
Members with
 differential
rights
It is a return conta
the particulars of
company stood on
end of the financial
like,
1. registered office
Copies of
20 MGT-7 principle business
annual returns
activities
2. list of share hold
3. list of directors
4. no. of meetings h
during the year etc.
5. Some Financial d
21 Minute Books Details of proceed
of Board board and commi
meetings and meetings conducte
Committees the company.
 Minute Books
Details of proceed
of proceedings
General meeting
22 General
other meeting cond
Meeting &
by the compan
other Meetings
Register of
Details of Manag
Managing
directors, Manag
Directors,
23 Secretary and Dire
Manager,
appointed by th
Secretary and
company
Directors
Particulars of com
Register of seal of company b
24
Common Seal affixed on agreem
documents
NON STATUTORY REGISTERS
TO BE MAINTAINED

sl Name of the Ref to Remarks

no register sec

S. 173 COS
(MEETINGS
Directors
OF BOARDS
01 Attendance
& ITS
Register
POWERS)
RULES, 2014
Register of
02
transfer
03 Register of S .46(3) R.
duplicate share 6(3)(a)
COMPANIES
certificates (SHARE
 CAPITAL AND
DEBENTURE)
RULES 2014
Share
04. application and
-------------
allotment
book
05. Share warrants ---------
Register of
06 beneficial
----------
interest

07. Register of
legal ---------
representation
such as
probates, letter
of
 administration
and succession
certificate
Register of
08. -----------
Fixed assets

Prior
approvals
for Specific
Events
S Event Sectio Forms Time for
l n/Rul to be filing with
N e filed / ROC
o other
compl
iance
s
0 Loan to
1 Directo Sec. MGT EGM to be
rs, 185, 14 held and file
entities 186 Form MGT
in 14 Within
which 30 days of
directo EGM
rs are
interest
ed
Loan to
 another
compa
ny
Invest
ment in
another
compa
ny

0 Related Sec. Take prior

2 party 188 approval in
transac Board
tions meeting
 If limits
crossed, the
prior
approval in
General
meeting
(file MGT
14)
0 Shiftin Sec. Holding of
3 g of 13(4) EGM,
Registe Advertisem
red ents. and
office approvals of
from Regional
one Director
State to and filings
another of Form
State MGT-14,
INC- 23,
INC- 28 and
 filing of
INC-22
0 Change Sec. 13 RUN Board
4 of (Name meeting to
Name reserv be held for
of ation) applying
Compa MGT- new name
ny 14 in RUN
(Holdi form
ng
EGM) EGM to be
INC- held for
24 altering
(Appr MOA and
oval of AOA and
Centr Form MGT-
al 14 and INC-
Govt) 24 need to
be filed
Within 30
days of
 passing
special
resolution
at EGM
0 Deposit Sec 73 Resolution
5 s and at Board
loans to meeting
be
taken
by
compa
ny
(only
form
directo
rs and
relative
s)
Event – vise
compliances
A private limited company will also
meet the following event based
obligations.

S Event Sectio Forms Time for

l n/Rul to be filing with
N e filed / ROC
o other
compl
iance
s
0 Increas Sec. 61 SH-7 Within 30
1 e days of
 authori Alteration
zed
share
capital
0 Directo Sec. DIR- Within 30
2 r 160 12 days of
Appoin Appointme
tment nt
0 Directo Sec. DIR- Within 30
3 r 168 12 days of
Resign Resignation
ation
0 Directo Sec. DIR- Within 30
4 r 169 12 days of
Cessati Cessation
on by by Death/
Death/ Removal/ag
Remov reement
al/agre
ement
0 Alterati Sec. MGT Within 30
3 on of 13(9) 14 days of
Object alteration
clause
of
MOA
0 Alterati Sec .14 MGT Within 30
4 on of 14 days of
Articles alteration
of
Associa
tion
0 Allotm Sec. 42 PAS-3 Within 30
4 ent of days of
Sec 62 allotment
Shares
(Privat
e
Placem
ent)
0 Transfe Sec. 56 SH-4
5 r Of rule. Withi NO RCO
Shares 11 of n 60 filing reqd
 compa days (will be
nies of reflected in
(Share execut Annual
Capita ion by return
l And transf every year)
Deben eror
tures) or
rules transf
2014 eree
Comp
any
may
accept
/reject
0 Change Sec. 13 INC- Within 30
6 Of 24 days of
Name passing
Of The special
Compa resolution
ny at EGM
0 Change Sec. 13 INC- Within 15
7 Of rule 27 22 days of such
Registe Comp change
red anies
Office (Incor
Of The porati
Compa on)
ny Rule
2014
0 Audito Sec.13 ADT- Within 15
8 r 9(1)/ 1/ days of
Appoin Sec.14 ADT- Appointme
tment / 0(2)/ 3/ nt/ Within
Change Sec.14 ADT-2 30 days of
/ 0. Change/
Remov Within 30
al days of
Passing of
resolution
For
Removal.
0 Conver Sec. INC- Within 30
9 sion of 18 27 days of
compa passing
ny Special
(public resolution
to
private
or Vice
versa)
1 Declara Sec. Make
0 tion of 123 payme
dividen nt
d Withi
n 30
days
of
Declar
ation
1 Charge S.77 CHG- Within 30
1 creatio to 87 1 days of
n- Creation of
Copy of Charge
 every
Instru
ment
creatin
g any
charge
requiri
ng
registra
tion
1 Modific S.77 CHG- Within 30
2 ation of to 87 1 days of
charge Modificatio
- Copy n of Charge
of
every
Instru
ment
modifyi
ng any
charge
 requiri
ng
registra
tion
1 Satisfac S.77 CHG Within 30
3 tion of to 87 4 days of
charge Satisfaction
of Charge
1 Strikin S. STK-2 Within 30
4 g off of 248(2) days of
the EGM held
Compa to close the
ny company
1.
Applica
tion
made
by
compa
ny for
striking
 off
2. S. STK-1
Strikin 248(1)
g off by
ROC
itself
1 Issue of Sec 63 MGT Within 30
5 bonus 14 days of
shares passing
resolution
PAS 3 at General
Meeting
Within 30
days of
allotment
1 Holdin Passin MGT Within 30
6 g extra- g of 14 days of
ordinar specia passing
y l resolution
meetin resolu at General
g as Meeting
tions
 require
d under
various
provisi
ons
1 Appoin Sec Agree Within 30
7 tment 196 ment days of
of MGT Agreement
Managi 14
ng DIR Within 30
Directo 12 days of
r appointmen
t
 Other
compliances
SHARE CERTIFICATES:

A private limited company has also

to issue share certificates as per
Sec.46 of the Companies Act and the
share certificates are to be issued in
accordance with the Issue of Share
Certificate Rules, 1960 at the time
of

1. Company incorporation
2. Allotment of shares
3. Request from shareholder to
issue Duplicate
 4. Endorsement at the time of
share transfers

Stamp Duty Payment

Company needs to make stamp
duty payment for
1. Issue of shares (subscription
and allotment)
2. Transfer of shares

CHANGE OF NAME OF THE

COMPANY

 To apply for name availability

to ROC,
 obtain name availability
letter,
 hold a general meeting,
 pass special resolution, Form
No.24
  file change of name
application within 30 days of
passing the special resolution.
[Sec. 13]

2. AMENDMENTS TO OBJECTS
CLAUSE OF MEMORANDUM OF
ASSOCIATION

 Amendments to Objects
clause requires passing of a
special resolution at General
meeting, filing of and obtaining a
certificate from ROC (Sec. 13)

3. AMENDMENTS TO ARTICLES OF
ASSOCIATION

 Alteration of Articles requires

special resolution at general
 meeting and filing of with the
amended AOA (Sec.14)

4. ALLOTMENT OF SHARES

 Allotment of shares requires

filing of Form PAS-3 within 30
days from the date of allotment.
[Sec. 42]

5. CREATION, MODIFICATION OF A
CHARGE

 Filing of particulars of charges

and modification within 300 days
from the date of creation or
modification by filing Form CHG-
1 Sec.77

6. SATISFACTION OF A CHARGE
  Filing of particulars of
satisfaction should be filed in
Form CHG-4 within 300 days
from the date of satisfaction –
[Sec.82.]

7. CHANGE OF REGISTERED OFFICE

ADDRESS

 Change of Registered Office

within the city limits – Board
resolution and filing Form INC-
22 within 30 days from the date
of change.

8. CHANGE OF REGD. OFFICE FROM

ONE PLACE TO ANOTHER PLACE

 If changed from one place to

another place within the state –
 requires passing of a ordinary
resolution and filing of INC-22.

9. CHANGE OF REGD. OFFICE FROM

ONE STATE TO ANOTHER STATE

 If shifted from one state to

another state– requires passing
of a special resolution, filing of
INC-22 & 23, INC- 28 and MGT-14
and Approval from Central
Government. Company’s and
address of the registered office
is to be painted and affixed.
Sec.13(4)
10. Filing of DIN-KYC

 Every year Company has to

file DIN-KYC with ROC.
BOARD MEETINGS

A private limited company is also

bound to conduct minimum four
board meetings in a year and can
have the quorum of one third or two
of the total number of directors
WHICHEVER IS MORE and can
prescribe a higher quorum in the
Articles of Association.

 Disclosure of interest by a
director u/s 184 is also
applicable to a private company
but a director of a private
limited company can part take in
the discussions and vote on the
resolution.

ANNUAL GENERAL MEETINGS

Company should hold an AGM once
in a year within 15 months from the
date of previous AGM and within 9
months from the close of books of
accounts (within 9 months in the
case of first year) (sec.96)

 Dispatch of notice of AGM

along with balance sheet,
directors report, auditors report
to all the members adhering to
the notice period as prescribed
in the Articles of Association – [A
Private Limited company can
have shorter /higher notice
period than 21 days as required
under the Act.]

 Copies of the balance sheet

and other documents attached to
 it should be filed with ROC
within 30 days from the date of
AGM.

 Informing the auditor on his

appointment at the AGM within
7 days from the date of AGM.(in
the case of First Auditor Board
will have the authority )