ROC Compliance for Private Limited Company (2023)

ROC compliance is a mandatory requirement for all Indian Private Limited Companies. Compliance with the provisions of the 2013 Companies Act and the rules and regulations enacted thereunder is required. Failing to comply with ROC compliance rules may result in penalties, fines, and damage to the company’s reputation and goodwill. So, every Limited Liability Corporation needs to comprehend the compliance standards and guarantee that they are satisfied by the deadlines. This blog aims to provide an overview of Private Limited Company ROC compliance in India.

Stay compliant and avoid penalties with our guide to ROC compliance for Private Limited Company under the Companies Act, 2013 in India in the following blog.

What Is the ROC Compliance for a Private Limited Company?

A Private Limited Corporation must adhere to several regulations during its operational period. 

1. Annual Filing: 

Every private limited business must file its annual financial statements and annual return with the ROC within 30 and 60 days respectively of its annual general meeting (AGM). The financial statements include the balance sheet, income, and cash flow statement. 

The annual return covers crucial information such as the company’s registered office, directors, and shareholding structure. Many of the compliances are listed below:

Board Meetings:

The first Board Meeting of a Private Limited Corporation must be convened within 30 days of the company’s formation. Afterwards, a firm is expected to hold at least four board meetings yearly, with at most 120 days separating two consecutive meetings. 

However, One Person Companies, Small Businesses, Section 8 Corporations, and dormant corporations are only obliged to hold one board meeting each half-calendar year, with at least 90 days between meetings. 

Calling a meeting of the Board of Directors requires a seven-day notice period. Board meetings may also be called with less notice. The quorum for a Board Meeting is one-third of the total number of directors OR two directors, whichever is greater.

Annual shareholders’ meeting:

Any company that is not an OPC must hold an Annual General Meeting of its shareholders to lay out the financials and board report, appoint an auditor, and appoint directors. The first annual meeting must be convened within nine months of the close of the previous fiscal year. 

While successive AGMs must occur within six months after the end of the fiscal year. 

Further, the gap between two AGM’s shall not be more than fifteen months. An Annual General Meeting can be called by giving members 21 days’ notice. AGMs can also be called with lesser days notice.

Disclosing Director’s Interests:

At the first Board meeting each year, all corporation directors must file Form MBP-1 i.e Statement of Interest in Another Entity with the company.

Income Tax Return and Yearly Report:

Every company must have its accounts audited by an auditor and file an income tax return with the department of income tax for each fiscal year. The company must also file its audited financials and Director’s report with the ROC within 30 days of its Annual General Meeting using Form AOC-4. 

At the same time, the corporation must file its Annual Return on form MGT-7 within sixty days of the Annual General Meeting.

Administration of Legal Registers:

A firm must maintain several registers, including the Minutes of Board Meetings, Minutes of the Annual General Meeting, Minutes of debenture holder meetings, Register of Charges, Register of Share Certificates, Register of Members, and others.

KYC Filing for Director Identification Number (DIN):

Every person assigned a DIN must file form DIR-3 KYC with the ROC to submit their KYC details for each Financial Year. Failure to file form DIR-3 KYC would result in the deactivation of the DIN and a penalty of Rs 5,000/- for late filing.

Certificate of Business Commencement:

This is a one-time requirement for all firms incorporated after November 2018 to file form INC-20A for the Certificate of Start of Business within 180 days of incorporation.

Financial Statement Filing In (Form AOC-4) (Form AOC-4)

Each private limited company must submit its ‘Balance Statement’, ‘Profit and Loss Account’, and ‘Director Report’ on this form within 30 days of its ‘Annual General Meeting’.

Statutory Accounts Audit

At the end of the Financial Year, every company must compile its Accounts and have them audited by a Chartered Accountant or other qualified individual. The Auditor should furnish the Registrar with an Audit Report and audited financial statements.

2. Event-based Filing: 

Private limited businesses must submit forms with the ROC for several events, including changes to the company’s directors, registered office address, share capital, and shareholding structure. Examples of common event-based forms include:

Form DIR-12: To report changes to the company’s board of directors, such as the appointment or resignation of directors or changes to their personal information.

Form INC-22: To report changes to the registered office address of a corporation within the same city, town, or state.

Form MGT-14: To file resolutions passed by the board of directors or shareholders for various purposes, such as the appointment of auditors, modifications to the company’s memorandum or articles of organisation, or the issue of shares.

Additional forms include: Private limited corporations may also be required, for compliance considerations, to file additional paperwork with the ROC, such as:

Form AOC-4 is used to submit the company’s financial statements to the ROC in addition to the annual filing obligations.

Form ADT-1: Used to notify the ROC about the appointment of auditors.

Form BEN-2: File with the ROC the details of the significant beneficial owners of the company.

What Are the Annual Compliance Charges for Pvt Ltd Company?

The annual compliance fees for a private limited company in India depend on several variables, including the number of transactions and the business’s turnover. A private limited firm with no transactions and turnover must pay a compliance charge of Rs. 10,000/- including the professional fees charged by auditors.

Yet, a private limited corporation must adhere to additional regulations, such as filing AOC 4, MGT 7, and ADT 1, generating financial accounts, and filing income tax reports.

ROC Filing Due Date for Pvt Ltd Company

The due dates for ROC filing for Pvt Ltd Company are as follows:

• Form MSME : April 30 and October 31;
• Form DPT-3 : June 30;
• Form AOC-4 : within 30 days from the date of Annual General Meeting;
• Form MGT-7 : within 60 days from the date of Annual General Meeting;
• Annual General Meeting: September 30.
• Din KYC DIR-3 KYC : September 30.
• Form MGT-14 : within 30 days of passing any special resolution.
• Form ADT-1 : within 15 days from the date of appointment of Auditor.
• Due Date of Income-tax Return: September 30.

FAQs: ROC Compliance for Private Limited Company

Is It Compulsory to File ROC?

Yes, it is compulsory for companies to file ROC (Registrar of Companies) returns and other documentation.

Is MGT 9 Mandatory for a Private Company?

MGT-9 i.e an extract of Annual Return and it is required to be placed on the website of the company, if there is any, and the link of the same shall also be disclosed in the Company’s Board Report.

If the company does not have any website, then there is no need to submit MGT-9.

Is AOC 2 Mandatory for a Private Company?

Form AOC-2 is an attachment to the Director’s Report; and it represents any related party transactions.

It is mandatory to attach Form AOC-2, if there are any related party transactions.

Are ROC Filings Mandatory for Private Limited Companies?

ROC filings are required for private limited corporations and other business entities, and failure to do so can have penalties and other legal repercussions.

Conclusion

Compliance with ROC regulations is crucial to operating a Private Limited Business in India. To prevent penalties or fines, it is necessary to ensure that all compliance obligations are satisfied within the prescribed timeframes. 

Businesses must keep accurate records, file yearly returns and financial statements with the ROC, and abide by all other terms of the Companies Act, 2013. Compliance not only aids in avoiding legal concerns but also increases the company’s credibility among its stakeholders. 
Private Limited Businesses should obtain expert assistance to ensure that all ROC compliance requirements are met promptly and effectively. Hope this article answers about roc compliance for private limited company. Our experts at Instafiling can help you with meeting all your compliance requirements. Feel free to contact.

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