Checklist for Private Limited : All compliances

Running a private limited company is not just about growing your business—it’s also about staying compliant with the law. In India, companies are expected to follow a set of annual and event-based compliance requirements. Missing even a single deadline can lead to hefty penalties, director disqualification, or even the closure of the company.

1. Meetings You Cannot Skip

  • Board Meetings: You must hold at least four board meetings in a financial year, ensuring there’s no gap of more than 120 days between two meetings. Keep proper minutes for all meetings—they’re crucial records for your company.
  • Annual General Meeting (AGM): Although AGMs are not mandatory for small private companies unless specifically required, if applicable, they should be conducted. within six months from the end of the financial year, usually by 30th September. Important decisions like approving financial statements and appointing auditors are taken here.

2. ROC Filings You Must Remember

  • AOC‑4 (Financial Statements): This form contains your audited financial statements and must be filed within 30 days of the AGM.
  • MGT‑7 (Annual Return): This includes details like shareholding patterns and changes in directors. File it within 60 days of the AGM.

Timely ROC filings help avoid unnecessary penalties and ensure your company’s records remain clean.

3. Key Forms & Annual KYC

  • DIR‑3 KYC: Every director must update their KYC by 30th September each year. Failing to do so can deactivate the DIN, creating problems during filings.
  • DPT‑3: If your company has loans, deposits, or similar amounts outstanding, file this by 30th June.
  • MBP‑1 and DIR‑8: At the first board meeting of every financial year, directors must disclose their interests in other entities and confirm they are not disqualified to act as directors.

4. Auditor Appointment (ADT‑1)

Auditors must be appointed or reappointed within the timelines prescribed. The company needs to file ADT‑1 within 15 days of the appointment. This ensures statutory audits are carried out without interruptions.

5. Income Tax Obligations

Every company—profit-making or not—must file an ITR‑6 by 30th September (or 31st October if an audit is applicable). If your turnover crosses ₹1 crore (₹10 crore in the case of digital transactions), a tax audit becomes mandatory.

Also, ensure advance tax payments are made quarterly and TDS returns (if applicable) are filed on time.

6. MSME Reporting

If your company deals with micro and small enterprises and payments to them are delayed beyond 45 days, you must file MSME Form‑I twice a year—by 30th April and 31st October. This is a crucial compliance often overlooked.

7. GST Returns (For GST-Registered Companies)

If your company is registered under GST:

  • File GSTR‑1 (sales) by the 11th of the following month,
  • GSTR‑3B (summary return) by the 20th, and
  • GSTR‑9 (annual return) by 31st December.

If turnover exceeds ₹5 crore, GSTR‑9C (GST audit) is also required.

8. Event-Based Filings

Some compliances are triggered by events, such as

  • Change in directors – DIR‑12 within 30 days
  • Change in registered office – INC‑22
  • Allotment of shares – PAS‑3 within 15 days
  • Increase in share capital – SH‑7
  • Creation/modification of charges – CHG‑1/CHG‑4

Whenever your company undergoes structural or operational changes, check the corresponding filing requirements.

9. Maintain Proper Registers & Records

Keep statutory registers like the register of members, directors, charges, contracts, and related-party transactions updated. Also, maintain minute books for meetings and keep them safe at the registered office.

10. Pro Tips to Stay Compliant

  • Set up a compliance calendar to track deadlines.
  • Use accounting/compliance software to avoid last-minute hassles.
  • Conduct quarterly compliance reviews with your CA or CS.
  • Outsource compliance management if your team lacks resources.

A Brief Overview of Due Dates (FY 2024–25)

ComplianceDue Date
DIR‑3 KYC30 Sept 2025
DPT‑330 June 2025
MSME Form‑I30 Apr & 31 Oct 2025
AOC‑430 days post-AGM
MGT‑760 days post-AGM
ITR‑630 Sept / 31 Oct 2025

Conclusion

Compliance may seem tedious, but it’s the backbone of running a legitimate and trustworthy business. Keeping up with these requirements not only helps avoid fines but also boosts your company’s credibility with investors, banks, and stakeholders.

If you ever feel overwhelmed, don’t hesitate to consult a chartered accountant or company secretary—they’ll ensure your filings are done right and on time. Staying compliant is not just a legal duty; it’s a business advantage.

Duties of Directors of the Company

The companies registered under the Companies Act, 2013, have a separate legal entity. The operations are managed by the Board of Directors, and not the owners, subject to the provisions of said Act. Along with the powers of management, directors have been assigned with some duties and responsibilities, provided in the said Act.

Section 166 of the Act, deals with the duties of the directors, towards the company. Here, duties specified under the law are as mentioned below :

1. Act according to Articles of Association

Every director of the company shall act, according to the terms decided under Article of Association. The powers given in the Articles cannot exceed, unless the provisions permitted.

2. Act in the interest of the company

All the directors shall act in good faith in order to promote the objects of the company, for the benefits of its members, as a whole, and in the best interests of the company, employees, the shareholders, the community, and for the protection of the environment.

3. Don’t make secret profits

A director shall not achieve, or attempt to achieve any undue gain or advantage, either to himself or to his relatives, partners, or his associates, and if found guilty, he shall be liable to pay an amount equal to that gain.

4. Due care and skill

Every director needs to ensure that the due care, skills and diligence is in exercise, while taking the decisions for the company. Also, independent judgement should be exercised.

5. Confidentiality

The directors are the core management personnel of the company. They come to know various sensitive, confidential information, while exercising their duties. This information can damage the company, in case of disclosure. Hence, there is a need to maintain confidentiality for the sensitive information of the company.

6. Attend meetings

As required by law, directors need to attend the meeting conducted for the operations of the company. He must provide valuable ideas, inputs for the smooth functioning and betterment of the company, whenever required.

7. Conflict of Interest

Directors must know that the company interests are more important than his personal interests. He should not be involved in such a situation, in which he may have any direct or indirect interest that conflicts, or possibly may conflict, to the interest of the company.

8. Assignment of his office

Director can not assign his office to any person. Such assignment, if done, shall be void. Directors must fulfil his/her duties towards the Company, otherwise he/she will be liable to be punished according to the provisions of law.

Also read the Article on Appointment of Director 

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About Author – Deepa Kaintura

I am a lawyer by profession. I am a legal consultant in TaxAcumen providing services to corporates about GST, Income Tax, ROC Compliances, etc. My love for finance and law encouraged me to write and share the knowledge with the readers here.  

Appointment of Directors – Provisions and Procedure for Private Limited

A company registered under Company Act, 2013 with MCA needs to ensure proper compliances as per the relevant said law. A company is a legal entity which needs a board of directors to operate its functions. A board of directors implies a group of individuals who are entrusted with the management of the company.

At the time of incorporation, a Private Limited is required to appointment a minimum of two directors. In case of no appointment made, all the subscribers to memorandum will be considered as first directors. After Incorporation, in case there is a need to appoint a director, the proper procedure needs to be followed.

Prerequisite for the appointment of a director 

  1. A person proposed to be appointed as director, must have a Director Identification Number (known as DIN) and a valid DSC to sign the MCA Forms;
  1. The person proposed to be appointed as Director must submit the form DIR 2 to give the consent for appointment and declare that he is not disqualified to be appointed as director in the company;

The eligibility to become a director in the company is as follows:

  1. The proposed person must be above 21 of age;
  2. The individual must be of sound mind;
  3. An undischarged bankrupt or adjudged insolvent should not be appointed;
  4. A person sentenced and convicted by court for more than six months is not eligible to become a director.

Documents required for appointment:

  1. A copy of valid PAN copy 
  2. A copy of Identity proof, such as Aadhaar, Voter Id, Passport, etc.
  3. Passport Size Photo
  4. Digital Signature Certificate (DSC)

During Incorporation process, the person to be appointed must have obtained DSC for sign the Form to subscribe and mention PAN for the process. A DIN will be allotted directly and no diferent form is required to sign or to apply.

And in case of Appointment after the incorporation, the procedure is required to be followed, which is as follows:

  1. Firstly,check the AOA of the company to ensure that the appointment must be within the limit of Articles. If required, alter the Articles of Association for the same.
  1. The proposed person must obtain a valid DSC.
  1. The person proposed, if they don’t have a valid DIN, must apply the same with the Form DIR 3. Also refer the article on Allotment of DIN here https://taxacumen.in/?p=349
  1. The proposed person must intimate the Company about his/her active DIN for further process.
  1. Also, Submit the consent to act as a director and declare that there is no disqualification to him/her to appointment in DIR 2. No person can be appointed as director unless he/she submits the consent to act as director.
  1. The proposed person must intimate the company about his/her interest in other entities. 
  1. The appointment of directors takes place in a General Meeting by the shareholders. In case an appointment is being made in between the AGMs, the company can call an Extra General Meeting(EGM) for the purpose. Also, the additional director can be appointed by the directors in the Board Meeting only, if empowered in the AOA. The additional director can be appointed till the next AGM to be held.
  1. The company must provide an appointment letter to the person appointed.
  1. The company must file the FORM DIR 12 with ROC within 30 days from the event.

The article here is based on the provisions and procedure provided under the Company Act, 2013 in general language. 

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I am a lawyer by profession. I am a legal consultant in TaxAcumen providing services to corporates about GST, Income Tax, ROC Compliances, etc. My love for finance and law encouraged me to write and share the knowledge with the readers here.  

Allotment of Director Identification Number under the Companies Act, 2013 and Rules thereunder

Under the company Act, 2013, Section 153 to 159 are in relation to the allotment of Director Identification Number (commonly known as DIN) to Director and conditions to be satisfied for the same and penalty for Non-compliance.

Section 153 states that

“Every individual who is intended to become a director needs to apply for DIN. Application to be made in the form DIR-3 to the Central Government (CG) along with the prescribed fees (presently fees is 500 for each application)

Procedure to Apply for DIN

The following documents need to be uploaded while applying DIN:

  1. Photograph
  2. Proof of Identity
  3. Proof of residence
  4. Verification of Signature specimen (Optional)

The form DIR-03 is to be digitally signed along with the applicant by 

A Chartered Accountant in practice; or

Company Secretary in practice; or

CMA in practice; or 

Managing Director or Director of the company in which applicant intended to be appointed; or

CS of the company in full time employment.

Section 154 states that the CG shall allot DIN within one month from the receipt of the application after due verification.

Conditions to be complied for Director Identification Number

There are also some conditions mentioned in relation to DIN under the above said Act which are as follows:

A Person can have only one DIN;

Every existing Director shall within one month of receiving the DIN, intimate to all the companies wherein he is a director;

Every company shall, within fifteen days of the receipt of DIN from the directors, furnish all the details to the Registrar;

Every company or directors, while furnishing any returns, information or particulars required under the Act, shall mention the DIN in the return, information or particulars relating to the said director.

Change in Particulars of the Directors – DIR-6 Form:

In case of any change in the particulars of the directors, the Form DIR-06 is to be submitted to intimate the changes such as change in address, or any other details.

Penalty/Punishment for Non-compliance

If any individual/ Director of a company, contravenes any provision, shall be punishable with the imprisonment for a term upto six months or with fine upto the limit of Fifty Thousands.

And it is also stated that in case of continuing Non-compliance, punishment can be extended with a further fine upto Five hundered for every day after the first contravention.

Also if any company contravenes the requirement of furnishing DIN of the directors or other officers under section 157, the company shall be punishable with the fine which is not less than Twenty thousands, but may extend upto one lakh rupees, and 

Every officer-in default of the company shall also be punishable with fine which shall not be less than twenty five thousands, but may extend upto one lakh rupees.

For the professional advice, one can reach to us: 

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About Author – Deepa Kaintura

I am a lawyer by profession. I am a legal consultant in TaxAcumen providing services to corporates about GST, Income Tax, ROC Compliances, etc. My love for finance and law encouraged me to write and share the knowledge with the readers here.