Post Incorporation Compliances for a Private Limited Company

I.            UNDER COMPANIES ACT, 2013, PROFESSIONAL TAX ACT AND KARNATAKA SHOPS AND ESTABLISHMENT ACT

 

1.    REGISTERED OFFICE

 

S.no	Particulars	Due dates
1	Registered Office	As per the provision of Companies Act, 2013 along with the secretarial standard as issued by ICSI, the Company has to have and to file documents relating to its Registered Office within 30 days from the date of incorporation

 

2.    BOARD MEETINGS

 

S.no	Particulars	Due dates
1	1st Board Meeting	As per the provision of Companies Act, 2013 along with the secretarial standard as issued by ICSI, the Company has to conduct its first Board Meeting within 30 days of incorporation of Company for discussing the relevant factors, like- to discuss about certificate of incorporation of Company as issued by ROC, prospective working of the company and other factors which are relevant for the company.
2	Subsequent Board Meetings	Company shall hold minimum 4 Board meetings in a calendar year and there should not be more than 120 days between two consecutive meetings.

 

3.    DISCLOSURE OF INTEREST AND DECLARATION BY THE DIRECTORS

 

S.no	Particulars	Due dates
1	Disclosure of interest	First Board Meeting in every financial year the director should disclose his interest in MBP-1   If any changes in his interest the director should disclose the such changes in first Board Meeting after such change.
2	Declaration	First Board Meeting in every financial year the director should disclose declaration in form DIR-8.

 

4.    APPOINTMENT OF STATUTORY AUDITOR

 

S.no	Particulars	Due dates
1	Appointment of 1st statutory auditor	-        As per the provision of Companies Act 2013 (section-139) the Company has to appoint the first auditor of the company, within 30 days from the date of incorporation, who shall hold the office upto the first Annual General Meeting of the Company. -        Auditor can be an Individual or a Firm, qualified to be appointed as an Auditor of the Company. -        Company has to file ADT-1 with the ROC for the appointment of the auditor along with the necessary documents which are required to be attached with ADT-1 within 15 days from the date of appointment. -        In case the board failed to appoint the first auditor of the company within 30 days from Incorporation, then the auditor shall be appointed in extraordinary general meeting (EGM) of the Company within next 90 days from the date of intimation from the Board to the Shareholders.
2	Appointment of auditor in Subsequent Years	-        As per provisions of Companies Act 2013, the Company shall Appoint the Auditor for a period of 5 Financial Years in 1st Annual General Meeting and in every 6th Annual General Meeting after that. -        Form ADT-1 shall be filed  within 15 days from the date of appointment.

 

5.     OPENING OF BANK ACCOUNT FOR THE COMPANY

 

S.no	Particulars	Due dates
1	Opening of Bank Account for the Company	After the incorporation of the Company there must be a bank account in the name of the company so that authenticity of each and every transaction can be maintained for the sake of stakeholders of the company.

6.     ALLOTMENT OF THE SECURITIES 

 

S.no	Particulars	Due dates
1	Allotment of Securities	-        As per the provision of Companies act 2013 the Company shall allot the shares to its subscribers within 2 months from the date of incorporation of the company whose name is mentioned in the articles of association and memorandum of association of the company. -        As per the FEMA provisions Company shall allot the shares within 60 days from the date of receipt of money.

 

7.     THE ISSUE OF SHARE CERTIFICATE WITHIN 60 DAYS

S.no	Particulars	Due dates
1	Share Certificates	As per the requirement of the provision of Companies act 2013 (section -56) the Company shall issue share certificates to all the subscribers of the Company within 2 months from the date of incorporation of the company duly signed by MD and CS if any otherwise by any two directors of the Company (Section 56(4) ). Share certificate shall bear the following details; a) Number of share certificate, b) Name of the subscriber, c) Number of share purchased, d) Face value of the share, e) Amount received, f) Kind of share (equity or preference).   There is a Separate Format prescribed under Companies Act, 2013 (SH-1)
2.	Payment of Stamp Duty	-        As per the requirement of the provision of the Karnataka Stamp Act every instrument must bear a stamp duty with proper amount and it must be paid to the concerned department on or before the date of execution. It can be paid via portal SHCIL online with necessary attachment.

 

8.    COMMENCEMENT OF BUSINESS:

 

S.no	Particulars	Due dates
1	Commencement of Business	As per the provisions of Sec 10A of the Companies Act, 2013, every Company shall file the proof of payment of MOA subscription amount, by all the subscribers to MOA, to the Bank Account of the Company (Bank Statement) along with the Form INC-20A before commencing any business operations or before exercising any borrowing powers within 180 days from the date of incorporation of the Company

 

9.    STATE LABOUR LAW COMPLAINCES

 

S.no	Particulars	Due dates
1	Professional Tax	It is the tax levied by the various State Governments of India on salaried individuals, working in government or non-government entities, or in practice of any profession, such as Chartered Accountants, Lawyers, Doctors, etc. or carry out some form of business are required to pay this professional tax. Different states have different rates and methods of collection. Professional tax is imposed at the state level in India.
2	Shops and Establishment Registration	Shop and Establishment Act is one of few labour laws enacted and enforced by state govt in India. It is one of the important regulations to which most business subject to. The Act is designed to regulate the payment of wages, hours of work, leave, holidays, terms of service and other work conditions of people employed in the shop and commercial establishments.

 

ANNUL COMPLIANCES

 

10. ANNUAL GENERAL MEETINGS

 

S.no	Particulars	Due dates
1	1st Annual General Meeting	Within 9 months from the date of closure of 1st financial year
2	2nd and subsequent Annual General Meeting	Within 6 months from the date of closure of financial year

 

11. ANNUAL FILING

S.no	Particulars	Due dates
1	Form AOC-4  -filing of financials	Within 30 days from the date of Annual General Meeting
2	Form MGT_7- Annual Return	Within 60 days from the date of Annual General Meeting
3	DIR-3 – KYC_ Director KYC	On or before 30th September every year

 

12. OTHER FILINGS

 

S.no	Particulars	Due dates
1	Form MGT-6  For transferring the Beneficial Interest	-        To make the Indian Company a wholly owned subsidiary, the Nominee Shareholder shall transfer beneficial interest of Shares held by it in Indian Company. -        Form shall be filed within 30 days from the date of such declaration.
2	E-Form MSME-I	Every Company having outstanding payments dues to micro and small enterprises and in case the payment of the same is pending beyond 45 days, then the Company has to furnish details as per the following timeline:   For April to September by 31st October For October to March by 30th April
3	E-Form DPT-3	All the Company having any outstanding loan/amount as on 31st March of every financial year has to furnish details and bifurcation of such outstanding amount irrespective of the fact whether such amount is falling under the definition of deposit or not by 30th June

 

13.  LETTERHEAD & STATUTORY REGISTERS

 

 

S.no	Particulars	Due dates
1	Letterhead	As per Companies Act 2013 which is applicable from 1st April, 2014, letter heads and other letters also need certain format certain things to be mandatorily mentioned are ·        Name of the company ·        Address of its registered office ·        CIN no (corporate identity number) of the company ·        Phone numbers ·        Fax number, e-mail id, ·        Website, if any on all business letters, bill heads, notice, letter papers & other official publications also, It is mandatory to paint, affix, print its name, registered office on outside of every office, place in which its business carried on and its name engraved in legible characters on its seal.
2	Statutory Registers	The Registers need to maintained and updated eventually and should be kept at the Registered Office of the Company. Some of the Registers are required to be kept open for inspection by Directors, Members, and Creditors and by other persons. A Company is required to provide the extracts from the Registers, if demanded by Directors, Members, and Creditors and by other persons on payment of specified fees. Types of the registers which are required to be maintained as per the companies act 2013 MGT-1: Register of Members MGT-2: Register of Debenture holders Register and Index of Beneficial Owner MGT-3: Foreign Register of Members, Debenture holders, other security holders or   beneficial owners residing outside India Form SH-2: Register of Renewed and Duplicate Share Certificate Form SH-3: Register of Sweat Equity Shares Form SH-6: Register of Employee Stock Options Form SH-10: Register of Shares or Securities Bought Back Form CHG-7 Register of Charges Form MBP-2: Register of Loans/Guarantee/Security and Acquisition by Company Form MBP-3: Register of Investments not held in its own name Form MBP-4: Register of Contracts or Arrangements in which Directors are interested Register of Directors and KMPs Register of Deposits

 

EVENT BASED ROC COMPLIANCE FOR PRIVATE LIMITED COMPANIES

 

The Private Limited Companies needs to file certain forms with ROC for inform the ROC about the internal changes in the company.

 

S.no	Particulars	Name of the form	Due date
1	Change in the Director	Form DIR-12	Within 30 days from the date of such change
2	Change in Authorized Share Capital	Form SH-7	Within 30 days from the date of such change
3	Return of Allotment	Form PAS-3	within 15 days of making the allotment of shares
4	Creation and Modification of Charge	Form CHG-1	Company is required to file E-Form CHG-1 within 30 days of Creation or Modification of Charge
5	Registration of Satisfaction of Charge	Form CHG-4	within 30 days of Satisfaction of charge
6	Appointment of Statutory Auditor	Form ADT-1	within 15 days of appointment of Statutory Auditor
7	Resignation of Statutory Auditor	ADT-3	within 30 days of Resignation of Auditor
8	Shifting of Registered Office within the same city, town or village without change in the jurisdiction of ROC	INC-22	Within 30 days from the date of such change
9	Filing of Resolutions and Agreements with ROC	MGT-14
10	Additional place other than the registered office where the books of accounts and statutory registers are being kept	AOC-5	within 7 days of passing the Board resolution to inform the ROC of additional place other than the registered office where the books of accounts and statutory registers are kept.
11	Disclosure of Substantial Beneficial Ownership (SBO)	BEN-2	The Company is required to inform the ROC regarding the Substantial Beneficial Owners in E-Form BEN-2
12	Return for Delay in payments to MSMEs	Form MSME	A company is required to inform the ROC for delay in payments to MSMEs beyond 45 days by filing E-Form MSME on a half yearly basis before 30th April and 30th October every year.
13	Return of Deposits with the Company	DPT-3	Company is required to File Return of Deposits and money not considered as deposits in E-Form DPT-3 with the ROC before 30th June for every financial year ending on 31st March

 

II.          UNDER FOREIGN EXCHANGE MANAGEMENT ACT

 

S.no	Particulars	Due dates
1	Submission of FC-GPR	Form FC-GPR to be submitted to RBI within 30 days from the date of Allotment of the MOA subscription amount with the following documents:   -        FIRC – Foreign Inward Remittance Certificate -        KYC – KYC of the Holding Company issued by AD Bank in India based on the inputs from Foreign Bank -        Board Resolution for allotment of MOA subscription -        MOA -        AOA -        COI -        Copy of PAN of the Company -        Copy of PAN of Authorized Signatory -        Certain declarations
2	External Commercial Borrowings - Compliances	The Company, before borrowing amount from foreign entity, shall Comply with ECB Regulations under Foreign Exchange Management Act and there will be monthly submission of ECB form to RBI.
3	Yearly Compliance	Form FLA shall be filed on or before 15th July of every Year

 

NON-COMPLIANCE

If a Company fails to comply with the rules and regulations of the Companies Act, then the Company and every officer who is in default shall be punishable with fine for the period for which default continues.

If there is delay in any filing, then additional fees is required to be paid, which keeps on increasing as the time period of non-compliance increases. It should be noted that some of the Annual Filing Forms can also be revised but the fees for subsequent revised filing shall be charged, assuming it as a new filing.

For more details you can contact us

 

email: dcsadvisors@gmail.com

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Author:

 

TEAM DCS ADVISORS LLP

 

Disclaimer:

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