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Private Limited Company: ROC and Non-ROC Compliances

Private Limited Companies is one of the most preferred business models for channeling business growth and attract funding. This startup era has boosted the creation of private limited companies. While the formation of a private limited company is no more a mammoth task, the promoters need to understand the compliance requirements of the same in order to avoid unwanted penalties and proceedings. Here is a complete list of the ROC compliances for private limited companies in India that needs to be adhered to. 

 

Why Should Private Limited Companies File ROC Compliance 

Private limited company ROC compliances are put in place to ensure transparency in the conduct of operations of the company. Therefore, to ensure that the companies adhere to the compliance requirements, ROC has put in place penal provisions for non-compliance. Thus, to avoid paying hefty fines and penalties, private limited companies shall satisfy the ROC compliance requirements. 

Compliances for Private limited company

Mandatory ROC Compliance for Private Limited Company 

Following is the mandatory ROC compliances checklist for private limited companies under the Companies Act, 2013: 

  1. Annual General Meeting: The private limited company is required to hold an annual general meeting of its members for each financial year. While the first AGM shall be held within 9 months after the end of the financial year, all subsequent AGMs shall be held within 6 months after the end of the financial year. The maximum gap between 2 AGMs shall not exceed 15 months. Agendas such as laying down and consideration of the financial statements and the board report, appointment of an auditor, director’s appointment, etc. shall be considered. 
  2. Board Meetings: The private limited companies are required to have their first board meeting within 30 days from the date of their incorporation. Thereafter, the company is required to hold at least 4 board meetings in each financial year such that the gap between two consecutive board meetings shall not exceed 120 days. 
  3. Annual Return: The company is required to file its audited financial statements and Director’s report with the ROC in Form AOC-4 within 30 days after its AGM. Also, the company shall file its Annual Return within 60 days after its AGM in Form MGT-7 
  4. Statutory Registers: Private limited companies shall maintain statutory registers like minutes of board meetings, minutes of AGM, minutes of debenture holder meetings, register of charges, register of members, register of share certificates, etc. 
  5. Disclosure of Director’s Interest: All the directors shall give notice of interest in other entities in Form MBP-1 in its first board meeting of each year to the company. 
  6. DIN KYC: Every person who is allotted the Director Identification Number shall file Form DIR-3 KYC with the ROC every financial year. 
  7. Certificate of Commencement of Business: All the companies that are incorporated after November 2018 shall mandatorily file Form INC-20A for the certificate of commencement of business within 180 days of incorporation of the company. 

Incident based ROC Compliances for Private Limited Company 

While the above compliances were either one-time mandatory compliances or recurring compliances, certain events happen in the companies that raise certain compliance requirements. Here is a complete guide to such changes and the ROC compliances for Pvt. Ltd. companies with respect to the same. 

A. Change Based Compliances 

  • Sec. 149 – Appointment / Change / Resignation of Directors or Key Managerial Personnel 

The company shall intimate the ROC of change in the director in Form DIR-12 within 30 days of such change. 

  • Sec. 64 – Change in Authorised Share Capital 

The company shall intimate the ROC of change in authorized share capital in Form SH-7 within 30 days of such change. 

B. Compliance Related to Charges 

  • Sec. 77 – Registration for Creation and Modification of Charge 

The company is required to file the Form CHG-1 for the creation or modification of charge within 30 days. In case of delay, the form can be filed after paying additional fees and condonation of the delay application. 

  • Sec. 82 – Registration of Satisfaction of Charge 

The company shall intimate the ROC of satisfaction of charge in Form CHG-4 within 30 days of such satisfaction. 

C. Compliance Related to Auditor 

  • Sec. 139 – Appointment of Statutory Auditor 

The company shall intimate the ROC for the appointment of the statutory auditor in Form ADT-1 within 15 days of such appointment. 

  • Sec. 140 – Resignation of Statutory Auditor 

The company shall intimate the ROC of the resignation of the statutory auditor in Form ADT-3 within 30 days of such resignation. 

D. Compliance Related to Shifting of Registered Office 

  • Sec. 12 – Shifting of the registered office of the company within the same village, town, or city without change in the jurisdiction of ROC. 

The company shall intimate the ROC of such change in the registered office of the company in Form INC-22 within 15 days of such change 

  • Sec. 12 & 13 – Shifting of the registered office of the company outside the village, town, or city with a change in the jurisdiction of ROC. 

MGT-14: To be filed by the company within 30 days of passing the special resolution. 

INC-23: Application for approval of RD for shifting of the registered office. 

INC-28: The approval order of RD shall be filed with the ROC within 30 days of such approval. 

INC-22: After completion of the above steps, INC-22 shall be filed. 

E. Various Return Filing Compliances 

  • Sec. 62 – Return of Allotment 

The company shall intimate the ROC by filing Form MGT-14 within 30 days of passing the special resolution by the shareholders.After 15 days of allotment of shares, the company shall intimate the ROC by filing FormPAS-3. 

  • Sec. 405 – Return for Payment Delays to MSMEs 

The company is required to intimate the ROC of delay in payments to be made to MSME beyond 45 days by filing E-Form MSME half-yearly viz. before 30th April and 31st October each year. 

F. Other ROC Compliances 

  • Sec. 117 & 179 – Filing of Agreements and Resolutions with ROC 

The company is required to file various agreements and resolutions with ROC within 30 days of such resolution or agreement. However, notification dated 05-06-15 specifies certain exemptions regarding the filing of Form MGT-14. 

  • Sec. 128 – Additional place other than the registered office of the company where books of accounts and statutory registers of the company are kept. 

The company is required to intimate the ROC of any additional place other than the registered office of the company where statutory registers and books of accounts are kept in Form AOC-5 within 7 days of passing the board resolution. 

  • Sec. 90 – Substantial Beneficial Ownership (SBO) Disclosure 

The company shall intimate the ROC of the Substantial Beneficial Ownership by filing the Form BEN-2 within 30 days.  

  • Sec. 73 – Return of Deposits with the company 

Before 30th June for each financial year, the company shall file a Return of Deposit and money not considered as deposit in Form DPT-3. 

Other Non-ROC Compliances 

Other non-ROC compliances that shall be ensured by the private limited companies include: 

  • Income Tax: The company shall ensure compliances as per the Income Tax Act, 1961. As per Section 139(1), it is mandatory for a company to file its Income Tax Return in Form ITR-6. Further, in case the turnover of the company crosses the prescribed threshold limit, it shall get its books of accounts audited by a Chartered Accountant. Also, the company shall adhere to various other compliances under the Income Tax Act including Advance Tax, TDS and TCS, Minimum Alternate Tax, International Taxation, etc. 

  • GST: The companies shall file the requisite GST returns within the due date. Based on the satisfaction of the turnover criteria, the company shall also be required to file an annual return and comply with GST Audit requirements. 

  • Other statutory laws: Apart from the core taxation laws, various other laws include their own compliance requirements that the private limited company shall adhere to based on the nature of their operations and transactions. 

FAQs about Bookkeeping & Accounting

Appointment of the statutory auditor can be done either for a period of 5 years as well as till the conclusion of the next AGM. Therefore, it cannot be said to be a part of annual compliance.

No. Unless and until explicitly stated by the ministry or ROC or required by the law, ROC filings and related compliances shall be done online through the MCA portal.

A company can seek an extension from the ROC for filing forms by applying for the same. The company shall state the reason for the extension and if considered valid, the ROC will grant the extension.

No. The income tax audit is to ensure compliance with the provisions of the income tax act. While the audit under the Companies Act, 2013 is known as the Statutory Audit of the companies.

Statutory audit under the Companies Act 2013 is compulsory for all the public as well as private limited companies. Even if the companies incur loss during a financial year, it needs to get their accounts audited.

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