Mandatory Compliance checklist for Private Limited

Company

A business registered in India is required to comply with the various annual legal company compliance
laid down by the corporate laws such as the Companies Act, 2013. Since a majority of startups are
registered as companies, annual compliance for Private Limited Company becomes the most asked
issue faced by growing businesses.

Particular Due date

Every first Board
Meeting of the of
Disclosure of Directors Interest by Directors relevant Financial
– Form MBP-1
year
Every Director of the Company in First Meeting
Every Director is
of the Board of Director in each Financial Year
required to submit
shall disclose his interest in other entities. with the Company a
Directorship of other company fresh MBP-1,
whenever there is
Partnership firm where he/she is partner
Shareholding of more than 2% in other change in his interest
from the earlier given
Company
MBP-1
List of relatives of Director
MBP-1 is not required
to file with ROC
Disclosure of Non- Disqualification by
Directors – Form DIR-8

Every Director of the Company in each Financial Every first Board

Year will file with the Company disclosure of Meeting of the of
non-disqualification. relevant Financial
year
It is declaration that Director was not disqualified
to act as Director during the FY 2020-21. (i.e.
previous FY)
Half yearly Return
Delay in Payment to MSME Vendor: Form
MSME – 1 April to Sep –
30th October
Company has to file this return half yearly in
October to
respect of pending payments to MSME vendors
March – 30th
as at end of half year.
April
All outstanding dues of more than 45 days
There is no filing fee
payable to Micro or Small Enterprises suppliers.
for this form.
KYC of Directors – Form DIR – 3 KYC and On or before 30th
Web KYC of all Directors. KYC of Directors September every
requires verification of email OTP and mobile year for all the

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OTP both at a time. OTP expires within 10 directors of the
minutes. Company.

If email or mobile number of Director is changed

filing of DIR-3 KYC is required. For change in
other details of Director such as address form
DIR-6 is required to be filed.
Return of Deposit: Form DPT-3

Return of deposits that companies must file to

furnish information about deposits and/or Every year on or
outstanding receipt of loan or money other than before 30th June in
deposits. respect of return of
Deposit.
Mandatory Auditor certificate : – if the Form is
filed Due date :30/06
“return of Deposits” or
“return of Deposits as well as Exempted
Deposits

Company shall send

Circulation of Financial Statement & other to the Members of
relevant Documents the Company
Company will send to the members of the approved Financial
Company approved Financial Statement, Statement, Directors’
Directors’ Report and Auditors’ Report at least Report and Auditors’
21 clear days before the Annual General Report at least 21
Meeting. clear days before the
date of AGM.
Directors’ Report shall be prepared by Company shall send
mentioning all the information required for to the Members of
Company under Section 134 read with relevant the Company
rules and relevant provisions of other Act. approved Financial
Statement, Directors’
It should be signed by the “Chairperson” Report and Auditors’
authorized by the Board, where he is not so Report at least 21
authorized by at least 2 Directors one of them clear days before the
MD if there is any. date of AGM.
Notice of AGM.

Include following agenda where shareholders’

approval are required;

appointment of Auditors, (if term expires)

Directors (if appointed during the year/ Due last date :
Rotation of Director). 30/09/
ETC as and when required event based.

MD and WTD require to be re-appointed after

expiry of every

five years by the Shareholders.

Financial Statement: Form AOC-4 Due date – Filing
within 30 days of

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Company is required to file its Balance Sheet AGM.
along with Statement of Profit and Loss Account,
Cash flow statement, Directors’ Report and Due date of AGM :
Auditors’ Report in this form within 30 days of 30/09
holding of Annual General Meeting.

Criteria for XBRL Filling

If paid up capital is more than Rs. 5.00 Cr.

or
Turnover is more than Rs. 100.00 Cr.

Annual Return – Form MGT-7 If Company has

website Annual
Annual Return will be for the period 1st April to
Return (MGT-9)
31st March.
requires to be placed
Annual Return requires all dates of Board on website of the
Meetings and names of Directors present in the Company.
meetings. Also requires names of Directors who
Penalty – Rs. 100/-
remained present in AGM. This is to be
per day from date of
supported by signing attendance.
failure of return Last
Transfer of shares, if any, to be reported requires date – filing within 60
supporting of executed transfer form with proper days of AGM Last
stamp duty payment and Board resolution for date of AGM 30/09
approval of transfer of shares.
Filing requires with
Report from Practicing Company Secretary – Annual Return MGT-
Form MGT-8 – 7.
Private Company having :- Certificate MGT – 8
With UDIN number.
paid up share capital of 10 Crore or more or
turnover of Rs. 50 crore or more Shall be Back dating is not
certified by a Company Secretary in Practice. possible.
Need to file with Annual return – Form MGT -7
Appointment/Resignation/Change in
Designation – Form DIR-12 of Director

if there is change in designation of Director at

the AGM or Appointment or Resignation of
Director.
Due date of filing –
 Regularization of Additional Director within 30 days of
meeting
If company wants to appoint additional director
as director, then it shall regularize the person as
director in General Meeting by passing
Shareholder Resolution. File form DIR-12 for
Change in Designation of Director along with
ordinary resolution within 30 days of AGM.
Appointment of Auditor – Form ADT-1 Due date within 15
days of Auditor
Form ADT- 1 is filed by every company to appointment
intimate the Registrar Of Companies about the

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appointment of an auditor after the conclusion of
its Annual General Meeting (AGM) under fourth
proviso to sub-section (1) of section 139 of The
Companies Act, 2013.

Auditor will be appointed for 5 (Five) years

and form ADT-1 will be filed for 5-year
appointment
After that every year in AGM, Shareholder
will ratify the Auditor but there is no need to
file ADT-1.
Form ADT -3 Resignation by Auditor

Filing Special Resolution : Form MGT-14

Filing of resolutions with the ROC regarding

Due date within 30
Board Report and Annual Accounts. The details
days of AGM
of the resolutions passed should be filed.

Special resolution passed in AGM

ACTIVE Company Tagging – Form INC-22A

All companies registered before 31st December

2017 are required to file e-Form ACTIVE (Active
On or before 25th
Company Tagging Identities and Verification)–
April 2019.
INC-22A on or before 25th April 2019.

Failure to file e-Form Active will lead to a penalty

of Rs. 10,000.
Declaration of Commencement of Business –
INC 20A Every company
required to file form
The following companies are not required to file 20A shall file the
form 20A: same within 180 days
of its incorporation.
Companies incorporated before 2
November 2018 (i.e. before the An additional period
commencement of the Companies of 180 more days / 6
(Amendment) Ordinance, 2018). months is allowed as
Companies incorporated after 2nd notification dated
November 2018 without share capital. 24/03/2020

Return to the Registrar in respect of Applicable to all

declaration under Sec 90 – companies 30 days
from the date of
Form BEN -2 receipt of such
declaration (BEN – 1)
Details of Significant Beneficial Owners (SBOs’)

In simple words, Beneficial Owners are the

shareholders holding Significant Beneficial
Ownership (SBO) of not less than 10% of the
shareholdings or voting rights of the company
either directly or indirectly.

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Form BEN-3: Register of beneficial owners
holding

Significant beneficial interest.

Form BEN-4: Notice to member seeking

information

in accordance with section 90.

Appointment of Company Secretary –
Section 203 Within 30 days from
Private Company having paid up share capital of resolution passed in
Rs. 5 crore more required to appoint whole time meeting.
Company Secretary.
Maintenance of Statutory Registers.

Company will maintain the following mandatory

Registers:

Register of Director,
Registers of Director Shareholding,
Registers of Members
Registers of Transfer
Registers of Related Party transaction etc.

Other register as per companies act , 2013

Board Meetings – 173 & SS-I

Every Company shall hold a minimum number of Every board meeting

FOUR meetings of its Board of Directors every is required to fulfill
year in such a manner that maximum gap the condition of
between the two meetings should not be more quorum which is 1/3
than 120 (One hundred twenty) days. of the total number of
directors of the
Notice of Board Meeting must be given 7 days company or two
prior to the meeting. Notice can be delivered whichever is higher
either by hand, through registered post or
electronic means.
Notice of AGM 101 & SS-II
2 members present,
Every Notice of the Annual General Meeting will shall be the quorum
be prepared as per Section 101 of the for a meeting of the
Companies Act, 2013 and Secretarial Standard company.
– II.

These are triggered based on happening of certain events. There is paperwork that needs to be done for
the same and there are various deadlines for these tasks. In case of non-compliance or even a missed
deadline there can be penalties, additional fees or a compounding of offence, etc. Hence, it is necessary
that the happening of such events be tracked and compliances met with on time.

1. Change in Director / KMP

2. Increase in Authorized Share Capital

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3. Increase in Paid-up Share Capital

4. Change in registered office

5. Change in secured borrowing (Creation, modification and satisfaction of charge)

6. Change of name of company

7. Conversion of company

8. Filing of resolution and agreements

9. Revision in payment of remuneration to Managing or whole time Director

10. Appointment/ resignation of Auditors

11. Declaration of Dividend

12. Transfer of unpaid/ unclaimed dividend to IEPF

13. Loans given to other Companies 11.Creation/ Modification of Charge

14. Repayment of Loan in full for satisfaction of Charge

15. Transfer of shares

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