“Private company” means a company having minimum paid-up share capital as may be prescribed, and which by its articles,—
(i) restricts the right to transfer its shares
(ii) except in case of OPC, limits the number of its members to 200:
Provided that where 2 or more persons holds 1 or more shares in a company jointly, they shall, for the purposes of this clause, be treated as single member:
Provided further that—
(A) persons who are in 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 company;
There are various compliances which a private limited company has to mandatorily ensure: –
Appointment of Auditor
The first auditor of a company shall be appointed by the BOD within 30 Days from the date of Incorporation of the company and such auditor shall hold office till the conclusion of the 1ST AGM and in the case of failure of the Board to appoint such auditor, it shall inform the members, who shall within 90 days at an EGM appoint such auditor.
Company has to Appoint a Statutory Auditors for Finalize the Annual Accounts. The statutory auditor is required to examine the information such as financial transactions, book-keeping records and bank balances and determine that whether an organization is providing a true and fair representation of its financial position or not.
Annual ROC Filings
Filing of Financial Statements (Form AOC-4)
Every Private Limited Company within 30 days of holding of Annual General Meeting is required to file its Final statement, Notice of AGM and Director Report (along with all its annexures) in form AOC-4.
Filing of Financial Statements (Form AOC-4XBRL)
*Specified Private Company shall within 30 days of holding of Annual General Meeting is required to file Financial statement in form AOC-4XBRL which are below:-
*Note: Company is required to file AOC-4 XBRL whose having: –
- paid-up share capital 5 crore or more OR
- Turnover of 100 crore or more.
- Companies which are required to prepare their financial statement in accordance with Companies(Indian Accounting standards) rule, 2015.
Filing of Annual Return (Form MGT-7)
Every Private Limited Company within 60 days of holding of Annual General Meeting (AGM) is required to file its Annual Return in MGT-7 for the period 1st April to 31st March.
Filing of Form MGT-8 (Certification by PCS on Annual Return)
Private Limited Company is required to file MGT-8 who having: –
- Paid-up share capital of 10 crore or more or
- Turnover of 50 crore or more.
Signing of Financial Statement
The Board of Directors shall approve financial statement, including consolidated financial statement (CFS), if any, and signed at least by-
- the chairperson of the company who is authorized by Board or
- 2 directors out of which 1 shall be MD (if any) and the CEO, CFO and CS of the company, wherever they are appointed, or
- Only by one director, in the case of OPC.
Annual General Meeting
Maintenance of Statutory Registers and Records
A Private Limited Company has to maintain various statutory registers and records in accordance with the companies act 2013 which are specified below:
- Register of shares,
- Register of Members,
- Register of Directors.
- Incorporation documents of the company,
- Resolutions passed in the meetings of the Board of Directors (BOD),
- Minutes of the Board Meetings (BM) and Annual General Meeting (AGM)etc.
Such records shall be open for inspection to its members during business hours and should be kept at the registered office of the company. Also, every company should be preserved and kept the books of account for at least 8 financial years.
Minutes of Meetings
Every company shall have to prepare minutes of the proceedings of:-
- every Annual general meeting (AGM)
- every meeting of any class of shareholders or creditors,
- every meeting of its Board of Directors (BOD)
- every committee of the Board,
such minutes to be prepared and signed and kept within 30 days of the conclusion of each meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
- The minutes of each meeting shall contain true, fair and correct summary
- All appointments made shall be included in the minutes of the meeting.
- the names of the directors present at the meeting, etc.