Compliances to be adhered to by a Private Limited Company

Features of a private company:

1. A minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed by its articles, 2. Restricts the right to transfer its shares, if any, 3. Minimum number of members two, 4. Limits the number of its members to fifty, 5. Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company, 6. Prohibits any invitation or acceptance of deposits from persons other than its members, directors or their relatives, 7. Minimum number of directors two.

Statutory books to be maintained:

Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. Register Register of investments in securities not held in companys name Register of fixed deposits Register of securities bought back Register of charges Register and index of members Register and index of debenture holders Register and index of beneficial owners Foreign register of members and debenture holders Copies of all Annual Returns Books containing minutes of general meeting and of Board and of committees of Directors Books of accounts Register of contracts with companies/firms in which directors are interested Register of Directors/Managing Directors/Managers/Whole-time Directors/ Secretary Register of directors shareholdings Register of loans or investments made, guarantees given and security provided to other body corporate Register of Renewed and Duplicate Share Certificates Section Section 49(7) Section 58A Section 77A Section 143 Sections 150, 151 Section 152 Section 152A Section 157 Section 163 Section 193 Section 209 Section 301 Section 303 Section 307 Section 372A Rule 7 of the Companies (Issue of Share Certificate) Rules, 1960 209(1)(d)

17. 18.

Cost Records Copes of every instrument creating any charge.

Compliance: 1. Need not hold a statutory meeting. File statutory report (Form 22) with the Registrar. 2. Intimation of the details of Director Identification Number (DIN) to Registrar in Form DIN-3. 3. Every company shall paint or affix its name and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position. 4. Every company having a paid up share capital of Rs. 2 crores or more is required to appoint a qualified person as Company Secretary. A qualified Company Secretary should be a member of Institute of Company Secretaries of India. 5. U/S 383 A (1), every company which is not required to employ a whole time secretary and has a paid up share capital of Rs 10 lakhs or more shall file with the ROC a compliance certificate from a secretary in whole time practice. Holding of various Meetings under Companies Act, 1956 Since the Company is a separate legal entity, the decisions are taken in democratic way. Decisions in case of a Company are taken at two levels i.e. decisions by Board of Directors and Decisions by the Members in General Meetings. Check whether in all meetings notice along with agenda was served, quorum was present, previous minutes got confirmed, minutes entered into minutes book and signed. Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its Board of directors, to be kept by making within 30 days of the conclusion of every such meeting. Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed.

Board Meeting (BM)

i ii At least one meeting in every 3 calendar months and at least four such meetings shall be held every calendar year. At first BM of the company these typical resolutions for election of chairman, constitution of the Board, first F.Y. of the company, appointment of first auditors, appointment of Secretary, Cost auditor, opening of bank account, adoption of common seal, registered office of the company, particulars of directors and general notice of interest, allotment of shares to subscribers to memorandum are passed. Minutes of the meeting will be signed by the chairman of the said meeting or by the chairman of the next succeeding meeting.

iii

Annual General Meeting (AGM)

i ii iii iv v Every Company shall hold an Annual General Meeting each year. A company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation. Shall hold a BM before the AGM to approve the B/S, P&L, agenda and notice of the AGM. There should not be a gap of more than 15 months between two Annual General Meetings. AGM is held within 6 months from the closing of the financial year i.e. by 30th September.

vi vii viii

ix

Closure of register of members or debenture holders. 21 days clear notice to all the members of the company should be given. The Ordinary Business at the AGM involves adoption of audited accounts of the Company, report of directors and auditors, appointment of Directors liable to retire by rotation (only in case of Limited Companies), declaration of dividend, if any and to appoint auditors and to fix their remuneration. Minutes of the AGM will be signed by the chairman of the same meeting within the thirty days.

Extra-ordinary General Meeting (GM)

i ii The Meeting of the members of the Company other than the AGM. Recording minutes of the general meeting. Monthly calendar of compliance April Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. Activities Pay Service Tax collected during the previous month in GAR-7 Half yearly Return of Service Tax Form-ST-3 TDS from Salaries for the previous month Payment of TDS of March Issue of TDS Certificates to employees (Form 16) Issue of TDS Certificates to others (Form 16A) Quarterly TDS Return (in Electronic format) Payroll (Form 24Q) Quarterly TDS Return (in Electronic format) -Others (Form 26Q) Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST VAT & CST return Acts/Regulations The Finance Act, 1994, Service Tax Rules, 1994 Finance Act, 1994 Income Tax Act, 1961 Income-tax Income-tax Income-tax Income-tax Income-tax Income-tax Income-tax Income-tax Act, 1961 and Rules 1962 Act, 1961 and Rules 1962 Act, 1961 and Rules 1962 Act, 1961 and Rules 1962 Compliance Due date th 5 April 25th April 7th April 30th April 30th April 30th April 30th April 30th April 5th April 10th April 20th April 20th April To whom to be submitted Service Tax Authorities Service Tax Authorities Income-tax Authorities Income-tax Authorities Concerned Employee(s) Concerned person Income-tax Authorities Income-tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

Income-tax Act, 1961 and Income-tax Rules 1962 Central Excise

10. 11. 12.

Central Excise Central Sales Tax Act Central Sales Tax Act

May Sr. No. 1. 2. 3. 4. 5. 6. 7. June Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 10. Activities Board Meeting Pay Service Tax collected during the previous month in GAR-7 Payment of TDS TDS from Salaries for the previous month Pay 15% of advance Tax Annual TDS Return (in Electronic format) Salaries (Form 24) Annual TDS Return (in Electronic format) Others (Form 26) Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations Companies Act, 1956 The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Income Tax Act, 1961 Income Tax Act Income Tax Act Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act Compliance Due date 5th June 7th June 7th June 15th June 30th June 30th June 5th June 10th June 20th June 20th June To whom to be submitted Service Tax Authorities Income-tax Authorities Income-tax Authorities Income-Tax Authorities Income-Tax Authorities Income-Tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs Activities Pay Service Tax collected during the previous month in GAR-7 Payment of TDS TDS from Salaries for the previous month Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act Compliance Due date 5th May 7th May 7th May 5th May 10th May 20th May 20th May To whom to be submitted Service Tax Authorities Income-tax Authorities Income-tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

July Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Activities Board Meeting Pay Service Tax collected during the previous month in GAR-7 Payment of TDS Acts/Regulations Compliance Due date 5th July 7th July 7th July 15th July 15th July 5th July 10th July 20th July 20th July To whom to be submitted Service Tax Authorities Income-tax Authorities Income-tax Authorities Income-tax Authorities Income-tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

Companies Act 1956 The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 TDS from Salaries for the previous Income Tax Act, 1961 month Quarterly TDS Return (in Income-tax Act, 1961 and Electronic format) Payroll (Form Income-tax Rules 1962 24Q) Quarterly TDS Return (in Income-tax Act, 1961 and Electronic format) -Others (Form Income-tax Rules 1962 26Q) Payment of Excise Duty for the Central Excise previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Central Excise Central Sales Tax Act Central Sales Tax Act

August Sr. No. 1. 2. 3. 4. 5. 6. 7. Activities Pay Service Tax collected during the previous month in GAR-7 Payment of TDS TDS from Salaries for the previous month Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act Compliance Due date 5th August 7th August 7th August 5th August 10th August 20th August 20th August To whom to be submitted Service Tax Authorities Income-tax Authorities Income-tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

September Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Activities Board Meeting Annual General Meeting Pay Service Tax collected during the previous month in GAR-7 Payment of TDS TDS from Salaries for the previous month Challan No.281 Pay 30% of advance Tax Income Tax Return Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations Companies Act, 1956 Companies Act, 1956 The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Income Tax Act, 1961 Income Tax Act, 1961 Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act Compliance Due date 30th September 5th September 7th September 7th September 15th September 30th September 5th September 10th September 20th September 20th September To whom to be submitted

Service Tax Authorities Income-tax Authorities Income-tax Authorities Income-Tax Authorities Income-Tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

October Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. Activities Filing three copies of the BalanceSheet (Form 23AC) Filing three copies of the profit and loss account (Form 23ACA) Compliance certificate where paid up share capital of the company is above 10 lakh (Form 66) Pay Service Tax collected during the previous month in GAR-7 Half yearly Return of Service Tax Form-ST-3 Payment of TDS TDS from Salaries for the previous month Challan No.281 Quarterly TDS Return (in Electronic format) Payroll (Form 24Q) Quarterly TDS Return (in Electronic format) -Others (Form 26Q) Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations Companies Act, 1956 Companies Act, 1956 Companies Act, 1956 The Finance Act, 1994, Service Tax Rules, 1994 Finance Act, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Income-tax Act, 1961 and Income-tax Rules 1962 Income-tax Act, 1961 and Income-tax Rules 1962 Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act Compliance Due date within 30 days of the AGM within 30 days of the AGM within 30 days of the AGM 5th October 25th October 7th October 7th October 15th October 15th October 5th October 10th October 20th October 20th October To whom to be submitted Registrar of Companies Registrar of Companies Registrar of Companies Service Tax Authorities Service Tax Authorities Income-tax Authorities Income-tax Authorities Income-tax Authorities Income-tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

November Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. Activities Annual Return in the form as given in Schedule V (Form 20B) Pay Service Tax collected during the previous month in GAR-7 Payment of TDS TDS from Salaries for the previous month Challan No.281 Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations Companies Act, 1956 The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act Compliance Due date within 60 days of the AGM 5th November 7th November 7th November 5th November 10th November 20th November 20th November To whom to be submitted Registrar of Companies Service Tax Authorities Income-tax Authorities Income-tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

December Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. Activities Board Meeting Pay Service Tax collected during the previous month in GAR-7 Payment of TDS TDS from Salaries for the previous month Challan No.281 Pay 30% of advance Tax Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations Companies Act, 1956 The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Income Tax Act, 1961 Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act Compliance Due date 5th December 7th December 7th December 15th December 5th December 10th December 20th November 20th November To whom to be submitted Service Tax Authorities Income-tax Authorities Income-tax Authorities Income-Tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

January Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Activities Board Meeting Three copies of the balance-sheet and the profit and loss account Pay Service Tax collected during the previous month in GAR-7 Payment of TDS TDS from Salaries for the previous month Challan No.281 Quarterly TDS Return (in Electronic format) Payroll (Form 24Q) Quarterly TDS Return (in Electronic format) -Others (Form 26Q) Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations Companies Act, 1956 Companies Act, 1956 The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Income-tax Act, 1961 and Income-tax Rules 1962 Income-tax Act, 1961 and Income-tax Rules 1962 Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act Compliance Due date within 30 days of the AGM 5th January 7th January 7th January 15th January 15th January 5th January 10th January 20th January 20th January To whom to be submitted Registrar of Companies Service Tax Authorities Income-tax Authorities Income-tax Authorities Income-tax Authorities Income-tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

February Sr. No. 1. 2. 3. 4. 5. 6. 7. March Sr. No. 1. 2. Activities Board Meeting Disclosure of Interest by the Directors Closure of Books of Accounts Pay Service Tax collected during the previous month in GAR-7 Payment of TDS TDS from Salaries for the previous month Challan No.281 Pay 25% of advance Tax Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations Companies Act, 1956 Companies Act, 1956 Compliance Due date Last Month of the Financial Year 31st March 5th March 7th March 7th March 15th March 5th March 10th March 20th March 20th March To whom to be submitted To the Board of Directors of the Company Service Tax Authorities Income-tax Authorities Income-tax Authorities Income-Tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs Activities Pay Service Tax collected during the previous month in GAR-7 Payment of TDS TDS from Salaries for the previous month Challan No.281 Payment of Excise Duty for the previous month Monthly Excise return ER-1/ER-2 Payment of VAT & CST for the previous month VAT & CST return Acts/Regulations The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act Compliance Due date 5th February 7th February 7th February 5th February 10th February 20th January 20th January To whom to be submitted Service Tax Authorities Income-tax Authorities Income-tax Authorities Central Board of Excise and Customs Central Board of Excise and Customs

3. 4. 5. 6. 7. 8. 9. 10. 11.

Companies Act, 1956 The Finance Act, 1994, Service Tax Rules, 1994 Income-tax Act, 1961 and Income-tax Rules 1962 Income Tax Act, 1961 Income Tax Act, 1961 Central Excise Central Excise Central Sales Tax Act Central Sales Tax Act

The compliance with the ROC is based on events basis. To name a few these events are:
Change in Authorised / Paid up Capital of the Company. Entering into new business / Partnership. Alteration of memorandum and articles of association of the Company. Further issue of shares. Issue of shares to the Directors / employees of the Company. Buy Back of shares of the Company. Subdivision of face value of the shares of the Company. Shifting the registered office of the Company from one place to other (within municipal limits / from 1 ROC to other in same state / from 1 state to other.) 9. Place of keeping and inspection of registers, keeping registers at place other than registered office. 10. Appointment or change of the Statutory Auditors of the Company. 11. Change in name of the Company. 12. Investment in share / other securities/ giving Loans to other Companies. 13. Declaration of Dividend / Issue of Bonus Shares. 14. Appointment of Director and removal of Directors. 15. Payment of remuneration to Director / his relative / firm of the Director etc. are contracting with any of the above. 16. Loans to Directors / Members or to firms / companies where they are partner / members respectively. Giving loans to Companies under same management. 17. Creation/modification/satisfaction of charges. 18. Executing the documents under the common seal of the Company. 19. Sale or purchase of the fixed assets of the Company. 20. Appointment of sole selling / sole buying agents. 21. Compromise/merger/arrangement/amalgamation of the Company. 22. Appointment of secretary/cost auditors. 1. 2. 3. 4. 5. 6. 7. 8.