Compliance for Private Limited Companies
Overview
Compliance involves adhering to orders, rules, or requests. For private limited companies in India, compliance with the Companies Act, 2013, including obligations to the Registrar of Companies (RoC), is essential. This legislation governs various aspects, including the appointment, qualification, remuneration, and retirement of directors, as well as the conduct of board and shareholder meetings. Compliance with RoC regulations is mandatory for every private limited company, regardless of its turnover or capital amount.
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Compliance for Private Limited Companies
ROC Compliance for Private Limited Companies
ROC Compliance refers to the obligations a company must fulfill according to the regulations set by the Registrar of Companies. These include statutory filings and adherence to the Companies Act provisions and can be classified into:
Annual Compliance:
INC-20A: Declaration for Commencement of Business
Companies registered post-November 2019 with a share capital must obtain a Commencement of Business Certificate within 180 days of incorporation. Failure to obtain this certificate results in fines for the company and its directors.
Appointment of Auditor and Filing E-form ADT-1
The first auditor must be appointed within 30 days of incorporation and ratified by shareholders during the first Annual General Meeting (AGM). Form ADT-1 confirming the auditor’s appointment must be filed with the RoC within 15 days of the AGM.
Board Meetings
The first board meeting should be held within 30 days of incorporation. Subsequently, at least four board meetings must be held each year, with a maximum gap of 120 days between two meetings. Minutes of meetings must be recorded and maintained.
Annual General Meeting (AGM)
The first AGM should be held within nine months from the end of the first financial year. Subsequent AGMs must be held within six months from the end of the financial year, ensuring a gap of no more than 15 months between AGMs.
Annual ROC Filings
Private Limited Companies must file annual accounts and returns, including:
- AOC-4: Filing of Financial Statements within 30 days of the AGM.
- MGT-7: Annual Returns within 60 days of the AGM.Filing of Financial Statements within 30 days of the AGM.
- DIR-12: Appointment/Resignation of Directors within 30 days of such changes.
- DIR-3 KYC: Director KYC Submission by September 30th each year.
- DPT-3:Return of Deposits by June 30th each year.
- Directors’ Report: Must be prepared and authorized at least 21 days before the AGM.
Maintenance of Statutory Registers and Books of Accounts
Regular updates to statutory registers and records are required.
Circulation of Financial Statements and Other Documents
Approved financial statements, Directors’ and Auditors’ reports must be sent to all members at least 21 clear days before the AGM.
Compliance
- Commencement of Business Certificate (COB)
- Appointment of Auditor and Filing E-form ADT-1
- Holding Board Meetings
- Conducting AGM
- AOC-4: Filing of Financial Statements
- MGT-7: Annual Returns
- DIR-12: Appointment/Resignation of Directors
- DIR-3 KYC: Director KYC Submission
- DPT-3: Return of Deposits
- Directors’ Report
- Maintenance of Statutory Registers and Books
- Circulation of Financial Statements
Due Date
- Within 180 days of incorporation
- Within 15 days of the AGM
- As per schedule
- Within 9 months from financial year-end
- Within 30 days of the AGM
- Within 60 days of the AGM
- Within 30 days of appointment/resignation
- By September 30th each year
- By June 30th each year
- At least 21 days before the AGM
- Throughout the financial year
- At least 21 days before the AGM
Event-Based Compliance for Private Limited Companies
Event-based compliance involves addressing regulatory requirements triggered by specific events, such as:
- Change in Capital:
- Share Allotment/Transfer:
- Loans:
- Director Changes:
- Bank Account Changes:
- Auditor Changes:
- Alterations in authorized or paid-up capital.
- Allotting or transferring shares.
- Providing loans to other companies or directors.
- Appointments or changes in managing or whole-time directors.
- Opening or closing bank accounts or changing signatories.
- Appointing or changing statutory auditors.
Failure to file relevant forms with the RoC within the stipulated time may lead to penalties or additional fees.
Non-Registrar Compliance
These obligations do not involve the RoC directly but are crucial for lawful business operations:
- Payment of Periodic Taxes:
- Periodic Returns:
- Regulatory Assessments:
- GST, TDS, TCS, Advance Tax, and Professional Tax (PTax).
- GST, TDS, Income Tax Returns, Tax Audit Reports, ESIC returns, PF returns, and Professional Tax returns.
- Compliance with the Environment Protection Act, Competition Act, Factory Act, etc.
Non-Compliance Penalties
Non-compliance with the Companies Act can result in penalties for both the company and its members. Fines are imposed for each day of non-compliance, and delays in annual filings may incur additional fees.
Streamline Company Compliance with Munibgiri
With Munibgiri, managing company compliance becomes seamless. Here’s how we assist:
- LEDGERS Compliance Platform:
- Dedicated Advisor:
- Accounting:
- Secretarial Services:
- MCA Annual Return Filing:
- Income Tax Return Filing:
- Manage compliance tasks efficiently, track deadlines, and generate reports.
- A Compliance Manager serves as your single point of contact for all compliance-related matters.
- Assistance in maintaining accounts and preparing financial statements.
- Help with preparing minutes of meetings, Directors' Reports, and other secretarial documents.
- Preparation and filing of annual returns and AGM documentation.
- Assistance in filing income tax returns, even for dormant companies.
Ready to streamline your compliance effortlessly? Partner with Munibgiri and experience hassle-free compliance management today.