This document provides an overview of key compliance requirements for private limited companies in India. It discusses requirements around board meetings, issuing share certificates, director disclosures, annual general meetings, maintaining meeting minutes, complying with secretarial standards, approving financial statements, and preparing board reports. It also lists some event-based compliances and annual filings to the Registrar of Companies. The key requirements include holding a board meeting within 30 days of incorporation, issuing shares within 60 days, director disclosures in certain forms, and holding an AGM within 6 months of the financial year end.

1. PCS Lalit Rajput
+91 8802581290, lalitrajput537@gmail.com
This article contains various
Compliance requirements
under Company Law for
Private Limited Companies.
Compliance Overview
PRIVATE LIMITED COMPANY’s

2. Page 1
Lalit Rajput
Practicing Company Secretary
Lalitrajput537@gmail.com
+91 8802581290
http://enlightengovernance.blogspot.com/
COMPLIANCE OVERVIEW FOR PRIVATE LIMITED COMPANIES
PRIVATE LIMITED COMPANY:
Private Limited Company is defined under Section 2(68) of the Companies Act, 2013.
It Means a company which by its articles :
(i) restricts the right to transfer its shares;
(ii) except in case of One Person Company, limits the number of its members to two
hundred:
Provided that where two or more persons hold one or more shares in a company
jointly, they shall, for the purposes of this clause, be treated as a single member:
Provided further that—
(A) persons who are in the employment of the company; and
(B) persons who, having been formerly in the employment of the company, were
members of the company while in that employment and have continued to be
members after the employment ceased,
- shall not be included in the number of members; and
(iii) prohibits any invitation to the public to subscribe for any securities of the company;
Kindly note that: Minimum Paid up Share Capital criteria is omitted.
An overview of Key Compliance requirements:
1. Meeting of Board of Directors:
First Meeting of Board of Directors is required to be held within 30 days of
Incorporation of Company and thereafter 4 meetings are required to be held in every
financial year.
Gap between two Board meetings : should not be more than 120 days.
Notice of Board meeting must be send before 7 days of meeting to every director by
way of physical or through e-mail.

3. Page 2
Lalit Rajput
Practicing Company Secretary
Lalitrajput537@gmail.com
+91 8802581290
http://enlightengovernance.blogspot.com/
Kindly Note that: In First Board meeting, Company has to approve pre-incorporation
expenses, authorize directors for issuing share certificate, signing the ROC Forms, and
bank account opening, appoint first auditor of the company etc.
2. Issuing of Share Certificate
The Company is required to issue Share Certificates to the subscribers of memorandum
within 60 days of Incorporation of Company.
3. Filling of Disclosure of interest by Directors:
a) MBP-1 [Pursuant to section 184 (1) and rule 9(1) of Companies (Meetings of
Board and its Powers) Rules, 2014
Director of every company are required to give disclosures about their interest in any
other business entity in first Board Meeting in which they participate as a Director and
thereafter in First Board Meeting of every financial year in FORM MBP-1 to the Company.
b) DIR-8 Pursuant to Section 164(2) and rule 14(1) of Companies (Appointment
and Qualification of
Directors) Rules, 2014Every director shall inform to the company concerned about his
disqualification under section 164 (2), if any, in Form DIR-8 before he is appointed or re-
appointed.
4. Annual General Meeting:
A company may hold its first annual general meeting, within a period of nine months
from the date of closing of the first financial year of the company and in any other case,
within a period of six months, from the date of closing of the financial year.
Registrar may, for any special reason, extend the time within which any annual general
meeting, other than the first annual general meeting, shall be held, by a period not
exceeding three months
Meeting must be held not later than 6 months from close of financial year.
5. Minutes of proceedings of Meeting of Board of Directors, General
Meeting:
It is mandatory for every company to cause minutes of the proceedings of every meeting
of Board of Directors, General meeting within 30 days of conclusion of meeting
concerned. Minutes shall be preserved permanently and shall act as evidentially value in
case of any dispute. (Follow instructions as mentioned under revised SS-1 and SS-2)

4. Page 3
Lalit Rajput
Practicing Company Secretary
Lalitrajput537@gmail.com
+91 8802581290
http://enlightengovernance.blogspot.com/
6. Compliance with respect to Secretarial Standards:
a) SS-1 (SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS)
b) SS-2 (SECRETARIAL STANDARD ON GENERAL MEETINGS)
7. Approval and Signing of Financial Statements:
The financial statement, including consolidated financial statement, if any, shall be
approved by the Board of Directors before they are signed on behalf of the Board by the
chairperson of the company where he is authorised by the Board or by two directors out
of which one shall be managing director, if any, and the Chief Executive Officer, the Chief
Financial Officer and the company secretary of the company, wherever they are
appointed, or in the case of One Person Company, only by one director, for submission to
the auditor for his report thereon.
8. Report by Board of Directors:
Every Company has to prepare a board report which shall include:
Details as mentioned under Section 134(3) of the Companies Act, 2013.
Briefly includes: state of the company, operations during the year, net profit, dividend
declaration and its compliance with a set of financial, accounting and corporate social
responsibility standards contains etc.
9. Event Based Compliances
 Receipt of share application money
 Allotment of shares
 Transfer of shares
 Appointment/Resignation of directors
 Appointment of Managing Director/ Whole Time Director
 Executing agreement with related parties
 Change in the Bank signatories
 Change in the statutory auditors

5. Page 4
Lalit Rajput
Practicing Company Secretary
Lalitrajput537@gmail.com
+91 8802581290
http://enlightengovernance.blogspot.com/
 OVERVSIEW OF MCA – ROC COMPLIANCES:
Applicable
Laws/Acts
Due Dates Compliance Particulars Forms / Filing
mode
Companies
Act, 2013
Within 180
Days From
The Date Of
Incorporation
Of The
Company
As per Section 10 A (Commencement
of Business) of the Companies Act,
2013, inserted vide the Companies
(Amendment) Ordinance, 2018 w.e.f.
2nd November, 2018, a Company
Incorporated after the ordinance and
having share capital shall not
commence its business or exercise
any borrowing powers unless a
declaration is filed by the Director
within 180 days from the date of
Incorporation of the Company with
the ROC.
http://www.mca.gov.in/Ministry/pdf/CompaniesFo
urthAmendmentRules_19122018.pdf
MCA E- Form
INC 20A
Companies
Act, 2013
within 90 days
from the date
of notification
Dt. 08.02.2019
( i.e. On or
before 8th of
May, 2019)
A person having Significant beneficial
owner shall file a declaration to the
reporting company
http://www.mca.gov.in/Ministry/pdf/Companies
OwnersAmendmentRules_08020219.pdf
i.e. within 90 days of the
commencement of the Companies
(Significant Beneficial Owners)
Amendment Rules, 2019 i.e.
08.02.2019
Form BEN-1
Draft Format
available at
https://enlightengo
vernance.blogspot.c
om/2019/07/draft-
format-for-ben-1-
sbo-rules-2018.html
Companies
Act, 2013
Within 30
Days of
receipt of
BEN-1
Filing of form BEN-2 under the
Companies (Significant Beneficial
Owners) Rules, 2018.
(Within 30 days from deployment of
the E –form (earlier the date of
receipt of declaration in BEN-1 )
http://www.mca.gov.in/Ministry/pdf/Companies
OwnersAmendmentRules_08020219.pdf
No additional fee shall be levied if the
same is filed within 30 days from the
date of deployment of the said e-form.
Form BEN – 2
(e-form deployed
by Ministry
(ROC)) on
01.07.2019
Companies On or before

6. Page 5
Lalit Rajput
Practicing Company Secretary
Lalitrajput537@gmail.com
+91 8802581290
http://enlightengovernance.blogspot.com/
Act, 2013 15.06.2019
(form can be
filed after due
date with a
fee of Rs.
10000 (one
time fee)
Filing of the particulars of the
Company & its registered office.
(by every company incorporated on
or before the 31.12.2017.)
Due date extended- Link :
http://www.mca.gov.in/Ministry/pdf/Companies
RegistrationOfficesFeesRule_25042019.pdf
Active Form
INC -22A
Companies
Act, 2013 30.09.2019
DIN KYC through DIR 3 KYC Form
is an Annual Exercise.
http://www.mca.gov.in/Ministry/pdf/DIR3KY
CcompleteMessage_13042019.pdf
Penalty after due date is Rs. 5000/-
(one time)
E-Form DIR – 3
KYC and Web
Based
 ROC Annual Filings:
Sl.
No.
Particulars Due Date E- Form
1
Appointment of Auditor With in 15 days from the
conclusion of AGM ADT-1
2
Filing of financial
statement and other
documents with the
ROC
With in 30 days from the
conclusion of the AGM, other than
OPC
(In case of OPC within 180 days
from the close of the financial
year)
AOC-4
3
Filing of annual return
by a company.
With in 60 days from the
conclusion of AGM MGT-7
4
Filing of Cost Audit
Report with the Central
Government
With in 30 days from the receipt
of Cost Audit Report CRA-4
5
Filing of Resolutions
and agreements to the
Registrar
With in 30 days from the date of
Board Meeting. MGT-14