Annual Compliance for Private Limited

Annual Compliances of all types of business entities

Private Ltd Public Ltd Unlisted Public Ltd Listed One Person Company LLP Proprietorship Partnership Sec 8 Trust Society

Private Limited Company

Holding of minimum 4 Board Meetings every year – A meeting of board of directors of the company should be held within 30 days of its incorporation. For this, a 7 days’ prior notice shall be given to the board of directors specifying the date, time, venue and agenda matters of the meeting. Thereafter, next every meeting should be conducted within 120 days.
Company will send to the members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 c;ear days before the Annual General Meeting.
A bank account should be opened in the name of the company.
Statutory audit by a Chartered Accountant.
Appointment of Statutory Auditor with 30 days of incorporation.
The subscriber to the shares of the company will have to infuse the subscription amount in the bank account opened in the name of the company. Once the subscription amount is credited, the company shall allot the shares to the shareholders of the company
After the allotment of shares, the company shall issue the share certificates in the name of the shareholders within 60 days of incorporation of the company. The share certificates shall be adequately stamped and signed. The stamp duty to be paid on share certificates will depend on the state in which the company is incorporated.
A company having a share capital must file a declaration for commencement of business within 180 days of its incorporation in e-Form INC-20A. A company is restricted from commencing any business activities unless it has filed such declaration with the Registrar of Companies.
A director in every first board meeting of the relevant financial year must declare in writing that he is not disqualified to act as a director of a company. The declaration shall be made in Form DIR-8, as specified under the Companies Act, 2013.
A director must disclose his concerns or interest in any other entity at the first board meeting in which he participates at the director. The disclosure shall be made in Form MBP-1 as specified under the Companies Act, 2013.
A Company has to file half yearly return in respect of pending payments of more than 45 days to MSME vendors in the Form MSME – 1. For the period of April to September, return must be filed by 30th October and for the period of October to March; return must be filed by 30th April.
Director KYC (DIR-3 KYC and Web KYC) must be done on or before 30th September every year of all directors of the company.
Return of deposits must be filed on or before 30th June to furnish information about deposits and/or outstanding receipt of loan or money other than deposits in the Form – DPT -3.
Directors’ Report shall be prepared by mentioning all the information required for Company under Section 134 read with relevant rules and relevant provisions of other Act. It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors one of them MD if there is any.
Annual filings to the ROC. (e.g. AOC-4 for Financial Statement, MGT-7/MGT-7A for Annual return)
Private Company having Paid-up Share Capital of Rs. 10 crore or more or Turnover of Rs. 50 crore or more shall be certified by a Company Secretary in Practice. Filing requires with Annual Return MGT – 7 and certificate MGT – 8 with UDIN number.
Maintaining minutes and statutory registers.

Public Limited Company (Unlisted)

Holding of minimum 4 Board Meetings every year – A meeting of board of directors of the company should be held within 30 days of its incorporation. For this, a 7 days’ prior notice shall be given to the board of directors specifying the date, time, venue and agenda matters of the meeting. Thereafter, next every meeting should be conducted within 120 days.
Cost auditor is required to be appointed as per Section 148(3) along with Rule 6(2) and Rule 6(3A) of the Companies (Cost Records and Audit) Rules, 2014. For this, Form CRA-2 has to be filed.
Return of Deposits has to be filed with the ROC under whose jurisdiction the company falls via Form DPT-3, in compliance with Rule 16 of Companies (Acceptance or Deposit) Rules, 2014.
Section 203 read with Rule 8 & 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires appointment of CFO or CS or CEO within 30 days of AGM or within 6 months in case of casual vacancy. For this, Form MGT-14 and Form DIR-12 are filed.
AGM for declaration of dividend has to be conducted in compliance with Section 96 of the Companies Act, 2013.
CSR Committee (If exists) has to hold four meeting with a gap of not less than 120 days between two meetings for discussion and approval of CSR activities. This is done in compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and Secretarial Standard-1.
Director’s are required to disclose any financial interest in the company via Form MBP-1in compliance with Section 184(1) of the Companies Act, 2013 read with Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014.
Statutory audit by a Chartered Accountant whose appointment of should be done within 30 days of incorporation.
The subscriber to the shares of the company will have to infuse the subscription amount in the bank account opened in the name of the company. Once the subscription amount is credited, the company shall allot the shares to the shareholders of the company.
After the allotment of shares, the company shall issue the share certificates in the name of the shareholders within 60 days of incorporation of the company. The share certificates shall be adequately stamped and signed. The stamp duty to be paid on share certificates will depend on the state in which the company is incorporated.
A company having a share capital must file a declaration for commencement of business within 180 days of its incorporation in e-Form INC-20A. A company is restricted from commencing any business activities unless it has filed such declaration with the Registrar of Companies.
A director before his appointment must declare in writing that he is not disqualified to act as a director of a company. The declaration shall be made in Form DIR-8, as specified under the Companies Act, 2013.
Director KYC (DIR-3 KYC)
Annual filings to the ROC. (e.g. AOC-4 for Financial Statement, MGT-7/MGT-7A for Annual return)
Maintaining minutes and statutory registers

Public Limited Company (Listed)

Annual General Meeting has to be held in accordance with Section 121(1) of the Companies Act, 2013. Form MGT-15 has to be filed once the AGM has been conducted.
The financial statements of the company have to be filed as per Section 137 of the Companies Act, 2013, read with Rule 12(2) of the Companies (Accounts) Rules, 2014. The financial statements consist of Balance sheet, Cash Flow Statement, Director’s Report, Auditor’s Report and the combined Financial Statement which is prepared in XBRL (Extensible Business Reporting System). This is filed via Form AOC-4.
Annual Return has to be filed in accordance with Section 92 of the Companies Act, 2013, read with Rule 11(1) of the Companies (Management and Administration) Rules 2014. The annual return contains information pertaining to the directors and shareholders and is required to be filed in Form MGT-7 with the relevant ROC.
Adoption of Financial and Director’s Report has to be done in consonance with Section 173 of the Companies Act read with Secretarial Standard 1. Its filing is done via Form MGT-14.
Income Tax Returns has to be filed with the Tax Department in Form ITR-6 on or prior to September 30th of the Financial Year.
Submission of Secretarial Report is a requirement under Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration Personnel) Rules, 2014. Secretarial Report has to be submitted only when the company’s total Paid-up capital is equal to or crosses INR 50 crores or its annual turnover is equal to or exceeds INR 250 crores. This has to be filed via Form MR-3.
Other compliances which include the rules and regulations laid down by SEBI. Listed companies have to comply with the Listing Regulation of 2015.

One Person Company (OPC)

Form INC – 20A in respect of commencement of business within 180 days of incorporation.
Minimum 2 board meetings as prescribed under the Act.
Statutory audit by a Chartered Accountant.
Appointment of Auditor.
Disclosure of interest of director is required to be given in the first Board Meeting in the Form MBP – 1.
Declaration in Form DIR – 8 that director is not disqualified is required to be given in every financial year.
Director KYC (DIR-3 KYC)
Income tax return of company.
Annual filings to the ROC. (e.g. AOC-4 for Financial Statement, MGT-7/MGT-7A for Annual return) within 180 days from the end of financial year i.e. 31st March.
A Company has to file half yearly return in respect of pending payments of more than 45 days to MSME vendors in the Form MSME – 1. For the period of April to September, return must be filed by 30th October and for the period of October to March; return must be filed by 30th April.
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 in the Form DPT – 3 by #0th June of every year.
Maintaining minutes and statutory registers

Limited Liability Partnership (LLP)

Director KYC (DIR-3 KYC) – If the KYC is not filed before due date, the DIN will be marked as ‘deactivated’ with reason as ‘non-filing of DIR-3 KYC’ and to make DIN active there is requirement to pay fine of Rs. 5000.
Annual return in Form-11 – Should be filed Within 60 days from closure of each financial year i.e. 30th May. In case non-filing of form within due date, Penalty of Rs. 100 per day is chargeable till the date of filing.
Maintaining books of accounts.
Statement of accounts & solvency in Form-8. It is a declaration by the LLP to the ROC that the financial position of the LLP is sound and it is capable of paying its liabilities or debts. The key particulars of the financial statement of the LLP submitted to the ROC through the filing of Form-8. The due date for filing LLP Form 8 is 30th October of each financial year. In case non-filing of form within due date, Penalty of Rs. 100 per day is chargeable till the date of filing.
LLP can file its return of income in ITR 5. it is mandatory for LLP to file return of income electronically under digital signature if its accounts are required to be audited under section 44AB.

Audit is not required – LLPs whose annual turnover does not exceeds Rs. 40 lakh or partner’s obligation of contribution exceeds Rs. 25 lakh are required to file their Income Tax.

Due date is 31st July of every year.

Audit is required – LLPs whose annual turnover exceeds Rs. 40 lakh or partner’s obligation of contribution exceeds Rs. 25 lakh are required to file their Income Tax.

Due date is 30th September of every year.

LLPs Involved in International Transaction – LLPs that entered into an international transaction with associated enterprises or undertook certain Specified Domestic Transactions are required to file Form 3CEB. Form 3CEB must be certified by a Chartered Accountant.

Due date is 30th November of every year

Proprietorship

Have to maintain records of Sales & Purchases on Regular Basis.
Have to collect GST on Sales Invoices and deposit through GST Returns with the GST Department.
Have to furnish Annual GST Returns, if required or cross threshold limit for Annual Return.
File Income Tax Return.
Furnish Profession Tax.
Deduct and file TDS return if liable for Tax Audit.

Partnership

Income Tax Filing – Income tax filing must be filed by all partnership firms. Partnership firms having over Rs.100 lakhs of annual turnover are required to complete tax audit.
GST Filing – Under the GST regime proposed to be rolled out in 2017, partnership firms having GST registration would be required to file monthly, quarterly and annual GST returns.
TDS Filing- Quarterly TDS returns must be filed by partnership firms that have TAN and are required to deduct tax at source as per TDS rules.
ESI Return – ESI return must be filed by all partnership firms having ESI registration. ESI registration is required once the partnership firm employs over 10 employees
GST Return
ESI Return

Sec 8 Company

Filing ADT-1 .i.e. Appointment of Auditor : To take care of the company’s financial filings on an annual basis, the Section 8 Company needs to appoint an auditor mandatorily. According to section 139 of the Companies Act, 2013, every company must inform the MCA about the auditor’s appointment in the form ADT-1.
Maintenance of Books of Accounts : Every Section 8 Company is obligated to maintain the books of accounts of the company. The books of accounts keep the records of the annual returns filing, etc.
Maintenance of Statutory Registers : All the Section 8 Companies are required to maintain the statutory records in the statutory registers. The register contains the details of members, loans and investments, and charges. Further, it provides an overview of how actively the company is working on yearly basis.
Conducting Statutory Meetings : Companies registered under Companies Act, 2013 need to convene statutory meetings every year on certain intervals. Statutory meetings include meetings of Shareholders, Board of Director’s meeting, etc.
Director’s report : Director’s report is the document that consists of the info regarding the company and its compliance along with a set of financial, accounting, and corporate social responsibility. The Board of Directors is responsible for producing this report. As per the provisions of the Companies Act, 2013, producing director’s report is compulsory compliance for every Section 8 Company in India.
Preparation of Financial Statements : The financial statement of the company consists of the balance sheet, cash flow statement, profit & loss of the company and income & expenditure statement. Hence, every company is supposed to prepare the financial statements of the preceding financial year mandatorily.
Income Tax Returns Filing : It is imperative for every Section 8 Company to file income tax returns before or by 30th September of the next financial year. It is necessary to file income tax returns because it gives an overview of the total income of the company.
Filing of Financial Statements (AOC-4) : Every Section 8 Company needs to file a copy of the financial statements in the prescribed format, i.e. in the e-form AOC-4. The financial statement must be filed within 30 days from the date of the last annual general meeting held.
MGT-7, Filing of Annual Returns with ROC : Since Section 8 Companies are registered as limited companies, therefore, they too need to file –form MGT-7 with the ROC for filing annual returns of the company. MGT-7 must be filed within 60 days from the date of the last annual general meeting was held.

Event-based Annual Compliances of Section 8 Company :Event-based, as the name suggests, are the compliances need to be filed on the occurrence of specific events. Unlike annual compliances, these are non-periodical in nature.

The checklist for event-based compliances for Section 8 Company is as follows:

Appointment or resignation of Directors;
Appointment or resignation of Auditors;
Transfer of Shares;
Appointment of KMP (Key Managerial Personnel);
Receipt of share application money;
Change of Company’s name;
Amendment in the company’s MOA (Memorandum of Association);
Change in company’s registered address;
Any other changes in the company’s structure, etc.

Trust

Compulsory Audit of Accounts : When the total income of a Private Trust exceeds the limit given under the Income Tax Act, 1961 for non-taxable income, it should be compulsorily audited by a Chartered Accountant.
Annual Return of Income : After the accounts of the Trust are being audited by the Chartered Accountant, the audit report should be filed along with the Annual Return of income under Form ITR-7 on or before the due date.
Report of Foreign Contributions : Every Trust which receives foreign contributions needs to submit a report, duly certified by a Chartered Accountant and accompanied by an Income and Expenditure Statement, Receipts and Payments Account and Balance Sheet within 9 months of the closure of the financial year, to the Secretary, Ministry of Home Affairs, Government of India, New Delhi. A ‘Nil’ Report needs to be submitted if no such contribution is received during the last financial year.
Submission of Annual Account Statement of FC A/c : Duly certified copy of the Account Statement of FC A/c needs to be furnished within 9 months of the closure of financial year along with Report mentioned above in point 3.
Issue of Certificate of TDS : Where any Private Trust is deducting tax at source for payment of salaries to the staff or employees (kept for managing the Trust Property), it needs to furnish certificates of TDS to the persons on whose behalf TDS was being collected. It should be done within 1 month from the date of closure of the financial year.

Society

Compulsory Audit of Accounts – When the total income of a Private Trust exceeds the limit given under the Income Tax Act, 1961 for non-taxable income, it should be compulsorily audited by a Chartered Accountant.
Annual Return of Income – After the accounts of the Trust are being audited by the Chartered Accountant, the audit report should be filed along with the Annual Return of income under Form ITR-7 on or before the due date.
Report of Foreign Contributions – Every Trust which receives foreign contributions needs to submit a report, duly certified by a Chartered Accountant and accompanied by an Income and Expenditure Statement, Receipts and Payments Account and Balance Sheet within 9 months of the closure of the financial year, to the Secretary, Ministry of Home Affairs, Government of India, New Delhi. A ‘Nil’ Report needs to be submitted if no such contribution is received during the last financial year.
Submission of Annual Account Statement of FC A/c – Duly certified copy of the Account Statement of FC A/c needs to be furnished within 9 months of the closure of financial year along with Report mentioned above in point 3.
Issue of Certificate of TDS – Where any Private Trust is deducting tax at source for payment of salaries to the staff or employees (kept for managing the Trust Property), it needs to furnish certificates of TDS to the persons on whose behalf TDS was being collected. It should be done within 1 month from the date of closure of the financial year.
Maintenance of Books of Accounts, Preparation of Financial Statements and Conducting Statutory Meetings