PRIVATE COMPANY -AN OUTLOOK
A
Private Limited Company is the most popular form of corporate legal identity in
India. The Ministry of Corporate Affairs governs the company registration in
India as per the Companies Act, 2013 and the Companies (Incorporation) Rules,
2014.
It can be initiated with a minimum of two Directors (Individuals only)
and two Shareholders (Individuals or Corporate entities).
Both Directors and
Shareholders may or may not be the same person. A Private Limited Company is
preferred as it ensures limited liability and provides a separate legal entity
to the business.
The company incorporation procedure results in clear ownership
of the company defined by the share capital. Incorporation of a company is the
first step in scaling your business as it paves the way for outside funding
while enabling you to attract top talent by offering stock options. After
Incorporation, Management should aware of the Post-Incorporation Compliances to
avoid any penalties or punishments.
POST INCORPORATION COMPLIANCE
S No.
|
Compliance Requirement
|
Compliance Threshold Limit
|
1
|
First
Meeting
|
Within
30 Days, As per Section 173(1) Every company
shall hold the first meeting of the Board of Directors within thirty days of
the date of its incorporation
|
2
|
Verification of Registered Office
(INC-22)
|
Within 30 days of its
incorporation, In case of company
chooses only correspondence address while filing Spice + Form, INC-22 Need to
be filled.
|
3
|
First
Statutory Auditor (ADT-1)
|
Within 30 days of its incorporation, According to Section 139(1), the first auditor shall be
appointed by the Board of Directors , Failing which, the members shall
appoint the auditor within 90 days at an extraordinary general meeting. The
term of the first auditor shall be until the conclusion of the first annual
general meeting
|
4
|
Commencement of Business as per
Section 10A of the Act (INC-20A)
|
Within 180 days from the
date of incorporation
[One time filing]
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ANNUAL COMPLIANCE
S No.
|
Documents to be filled
|
Annual Compliance
|
Requirement
|
1
|
Annual Report as per Section 137 of
the Act
|
AOC 4 or -AOC-4 – XBRL
Filing of Form in XBRL mandatory if the Paid-up Capital is Rs.5 Crore
or more or if the turnover is Rs.100 crore or more.
|
Within 30 days from the date of
Annual General Meeting or within 30 days from the last date before which
the annual general meeting should have been held.
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2
|
Annual Return as per Section 92 of the Act
|
MGT -07
Along with MGT 07, attaching MGT-08- (Certificate from practicing company
Secretary is mandatory), if the paid-up Capital is Rs. 10 crores or more or
if the turnover is Rs.50 Crores or more.
|
Within 60 days from the date of Annual General Meeting or
within 60 days from the last date before which the annual general meeting
should have been held
|
3
|
Return on dues from small and Medium
enterprises
|
MSME
– 1
|
This
form is required to be filed every half year by companies who get supplies of
goods or services from micro and small enterprises and whose payments to
micro and small enterprise suppliers exceed forty five days from the date of
acceptance or the date of deemed acceptance of the goods or services
|
EVENT BASED COMPLIANCE
S NO.
|
Threshold/ Event Based Compliances
|
Requirement
|
||||
1
|
If the paid-up capital of Rs.10
Crores or more as at end of preceding financial year.
|
Appointment of Whole Time Company
Secretary
|
||||
2
|
If the borrowings from Banks and Public Financial
Institutions in excess of Rs. 50 Crores at any time
|
Establishment of Vigil Mechanism under section 177(10) of
the Act.
|
||||
3
|
a) Paid Up Capital Rs. 50 Crores or
more or
b) Borrowings from Financial Institutions,
Banks or Public Deposits of Rs. 50 Crores or more as at end of preceding
financial year
Not Applicable to:
One person companies and Small companies
|
Appointment of Auditors on rotation
basis
|
||||
4
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a) Turn Over of Rs. 1000 Crores or
b) Net Worth of Rs. 500 Crores or
c) Net Profit of Rs. 5 Crore during the immediately
preceding financial year
|
Establish Corporate Social Responsibility Committee &
Provisions thereof as per section 135 of the act
|
||||
5
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a) Turn Over of Rs. 200 Crores or
more during the preceding financial year or
b) Outstanding Loan from banks and
institutions of Rs. 100 Crores or more at any point of time during the
preceding financial year
|
Internal Audit
|
||||
6
|
If the outstanding loans or borrowings from banks or
public financial institutions of Rs. 100 crores or more on the last date of
latest audited financial statement or if the private company is a material
listed subsidiary, compliance audit as mandated by the Securities and Exchange
Board of India (SEBI) is mandatory.
|
Secretarial Audit
|
||||
7
|
In case the Company has any
Subsidiary or Associate Company
|
Preparation of Consolidated Balance
Sheet
|
||||
8
|
a) Indian subsidiaries of Listed Companies or
b) Companies with Paid up capital of Rs.5 Crores or more
or
c) Turnover of Rs.100 crores or more
Not applicable to:
1. NBFC
2. Housing Finance Companies
3. Banking Companies
4. Insurance Companies
|
Filing Financial Statements in Extensible Reporting Format
[XBRL] Format {Form AOC-4 XBRL}
|
||||
9
|
Private Company except those listed
below to prepare cash flow statement
Not Applicable to:
a) One Person Company
b) Small company
c) Dormant company
d) Private company (if such private
company is a start up)
|
Cash flow statement shall form part
of Financial Statements
|
||||
10
|
Every private company and private company being a
subsidiary or holding company of a public company and to a foreign company
2(42) shall require Statutory Auditors to submit matters stated under CARO to
be reported in their Auditor’s Report.
Not Applicable to:
a) Banking company
b)
Insurance company
c)
Section 8 Company
d)
One Person Company
e)
Small company
f)
Private limited company, which is not a subsidiary or holding company of a
public company, having:
i.
Paid up capital and Reserves and surplus not more than Rs. 1 crore as on the
balance sheet date and
ii.
Total borrowings not exceeding Rs. 1 crore from any bank or financial
institution at any point of time during the financial year
iii.
Total revenue as disclosed in Schedule III to the Companies Act, 2013
(including revenue from discontinuing operations) not exceeding Rs. 10 crores
during the financial year as per the financial statements.
|
Companies (Auditor’s Report) Order 2016
|
||||
11
|
|
INC- 22
1.Within
30 days of approval of board of directors
2.
Within 30 days of special resolution passed at the general meeting
|
||||
INC 22
Within 15 days from the date of confirmation by the
Regional Director. Application to be made to Regional Director after
approval by way of special resolution by shareholders at the general meeting.
|
||||||
12
|
Shifting from jurisdiction of the Registrar to
another Registrar within same State
|
INC-23
Application to be made to Regional
Director after approval by way of special resolution by shareholders at the
general meeting
|
||||
13
|
Alteration of
Memorandum of Association as per Section 13 of the Act
1. Change of Name of Company
2.Alteration of Object Clause of Memorandum of
Association
3. Conversion of Private Company to Public Company
|
INC 24
1.Within
30 days of special resolution passed at the general meeting
2.
Within 30 days of special resolution passed at the general meeting
3.
Within 15 days of special resolution passed at the general meeting
|
||||
14
|
Return of Deposit as per Section 73 of the Act
|
DPT -3
To give particulars of loans and
deposits which are not treated as deposits
as per provisions of the Companies Act, 2013 read with Rule 2 of
Companies (Acceptance of Deposit) Rules, 2014.
On or before 30th June of every
Financial Year.
|
||||
15
|
For creation
or Modification of Charge as per Section 77 of the act
|
CHG-01
Within a period of 30 days from the date of creation or
modification or within additional fees as applicable after 30 days. However,
filing of form not possible beyond 120 days from the date of such creation or
modification
|
||||
16
|
For Satisfaction of Charge
|
CHG-04
Within 30 days from the date of the
payment or satisfaction in full of any charge registered with the Registrar
of Companies. If the filing could not be done within the aforesaid 30 days,
it can be done by making an application to the Registrar within 300 days of
such payment or satisfaction paying the prescribed additional fee.
|
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ABOUT THE AUTHOR
AMARDEEP GARG
COMPANY SECRETARY AND COMMERCE GRADUATE
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Very much needed information, thanks for the way it explained.
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