Compliances for Private Limited Company: Appointment of Auditor under Companies Act

Ashish M. Shaji

06 Sep, 2022

Private Limited Company is one of the most popular forms of Company for starting a business, once registered, it gives access to some crucial benefits, one can add shareholders, raise loans, attract the best talent with equity among other things. To obtain such benefits one needs to comply with the rules and regulations under Companies Act, 2013^[1], which starts from the date of incorporation.

Therefore, it is essential to take help of a professional to ensure timely compliance of private limited company, in order not to attract any interest or penalty. Appointment of auditor is also a part of compliance to be satisfied by the company. In this article we have described about Rules for Appointment of Auditor Under Companies Act.

Compliances for Private Limited Company

The following table will help to elaborate some of the important/ mandatory compliances, including appointment of auditor under Companies Act, of a Private Limited Company:

Statutory Auditors

Audit means examination of accounting records undertaken with a view to ensure that an organization is providing a true and correct view of its financial position to the shareholders. To broadly specify the purpose of a statutory audit is the same as the purpose of any other audit – to determine whether an organization is providing a fair and accurate representation of its financial position by examining information such as bank balances, bookkeeping records, and financial transactions.

Annual Filings with the Registrar of Companies

• It is a mandatory requirement for all companies to file the Annual Accounts and Returns detailing all the information of its shareholders, directors etc. to the Registrar of Companies. These compliances are required to be made once in a year.
• As a part of Annual Filing, the following forms are to be filed with the Registrar of Companies:

1. Form AOC-4: All companies are required to file Balance Sheet along with a statement of Profit and Loss Account and Director Report in the form AOC-4 within 30 days from the date of holding its Annual General Meeting.
2. Form MGT-7 (Annual Return): Within 60 days from the date of holding its Annual General Meeting every Company shall file its Annual return within 60 days from AGM. Such annual return shall be for the period 1st April to 31st March.

Annual General Meeting

• Annual General Meeting means a meeting of a shareholder of the Company. It is mandatorily required to be held every year. In the case of 1st Annual General Meeting, it should be held within 6 months from the date of closure of financial year. Annual General Meeting should not be held on the public holiday and it should be held during business hours and at the registered office of the Company.
• The primary motto of AGM is to discuss certain essential topics like approval of financial statement, appointment, and salary of directors, dividend declarations etc.

Board Meetings

• Meeting of Board of Directors is called as Board Meeting. The first board meeting should be held within 30 days from the date of incorporation of a Company.
• The board should meet minimum 4 times in a year, and the interval between two such boards meetings should not exceed 120 days. There is an exception in the case of Small Companies, means there is an exception for startups because all start-ups are considered as small companies.
• The quorum for such meeting should be two directors and if board consist of more than two directors than one-third of total directors should be present for a valid board meeting.
• Minimum days’ notice in advance stating date and purpose of the meeting should be given to each Director.

Directors’ Report

Every director is under obligation to submit reports containing details about directorship in other companies every year. This is to be in writing and in the format prescribed.

Maintenance of Statutory Registers and Records

Some of the statutory registers and records required to be maintained by a Private Limited Company are Register of shares, Register of Members, Register of Directors etc. Apart from incorporation documents of the Company, all the resolutions passed at the meeting of the Board of directors, minutes of all meeting i.e. Board or Annual General Meeting should be maintained and preserved by the Company.

Such records are to be kept at the registered office of the company and shall be open for inspection to its members during business hours. Also, the statutory records and registration are required to be maintained for a period of eight years and in good order.

Other Event-Based Filings

There are certain event based compliance apart from the Compliance mentioned above, such as:

• Changes in share capital of the Company;
• Giving loans to director or other companies;
• Bank accounts – opening and closing;
• Appointment of auditor or changes thereof any, etc.

Conclusion

These are some of the major compliances for a Private Limited Company in India. If the company fails to comply with any provisions, including the appointment of Auditor under Companies Act, there are penalties for every such non-compliance.

Read our article: Conversion of a company into LLP – Tax implications