Ashish Garg & Associates MCA

MCA

Compliance Requirements for a Private Limited Company

Registrar of Companies (ROC) Compliance for Private Limited Companies

Every Private Limited Company registered in India must fulfill specific ROC compliance obligations to ensure adherence to the Companies Act, 2013. This includes both annual and event-based compliance.

Annual Compliance Requirements for Private Limited Companies

  1. Annual General Meeting (AGM):
    • Conduct an AGM within six months of the financial year-end (excluding the first financial year).
  2. Filing of Financial Statements (Form AOC-4):
    • File the audited financial statements with the ROC within 30 days of the AGM.
  3. Filing of Annual Return (Form MGT-7):
    • Submit the annual return containing key information about the company within 60 days of the AGM.
  4. Income Tax Return Filing:
    • File the company’s income tax return using Form ITR-6 by September 30 (or as per the deadline extended by the Income Tax Department).
  5. Statutory Audit of Accounts:
    • Ensure the accounts are audited by a Chartered Accountant as per the provisions of the Companies Act, 2013.

Circulation of Financial Statements and Relevant Documents

  • Circulate the financial statements, board reports, and auditor’s reports to all shareholders at least 21 days before the AGM.

Event-Based Compliance for Private Limited Companies

Event-based compliance arises due to specific actions taken by the company, such as:

  1. Allotment of Shares:
    • File Form PAS-3 within 30 days of allotment.
  2. Appointment or Resignation of Directors:
    • File Form DIR-12 with the ROC within 30 days of the event.
  3. Change in Registered Office Address:
    • File Form INC-22 within 30 days of the change.
  4. Increase in Authorized Share Capital:
    • File Form SH-7 within 30 days of the resolution passed.
  5. Change in Memorandum or Articles of Association:
    • File Form MGT-14 within 30 days of the passing of a special resolution.

Non-Registrar Compliance for Private Limited Companies

  1. Tax Deduction at Source (TDS):
    • Deduct TDS and deposit it to the government as per the applicable rates and timelines.
  2. Goods and Services Tax (GST):
    • File GST returns monthly/quarterly/annually based on the company’s turnover and GST scheme.
  3. Professional Tax (if applicable):
    • Register and file professional tax returns if the state mandates it.
  4. Maintenance of Statutory Registers:
    • Maintain statutory registers like the Register of Members, Register of Directors, and others as per the Companies Act.

Penalty for Non-Compliance

Failure to comply with the statutory obligations can lead to significant penalties and consequences, such as:

  1. Late Filing Fees:
    • Delay in filing ROC forms attracts additional fees of Rs. 100 per day until the form is submitted.
  2. Director Disqualification:
    • Directors can be disqualified if the company fails to file financial statements or annual returns for three consecutive years.
  3. Prosecution:
    • Persistent non-compliance can lead to prosecution of the company and its directors under the Companies Act, 2013.
  4. Monetary Penalties:
    • Specific non-compliance events, such as non-maintenance of books of accounts, may attract penalties starting from Rs. 50,000 to several lakhs depending on the nature of the violation.
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