A private limited company has perpetual existence and is a separate legal entity. The business must comply with a specific set of compliances by submitting the necessary forms to maintain its active status. Every Private Limited Company is required by the MCA to complete required secretarial compliance files or RoC compliance by the deadlines specified in order to avoid penalties. What ROC Compliance of Private Limited companies are discussed in this article.
What is Private limited company?
A well-known type of limited liability form of ownership is a private limited company. A private limited corporation must be incorporated and run by a minimum of two people. The minimum amount of paid up capital for the company is unrestricted. For millions of small and medium-sized businesses that are family-owned or managed by professionals, a private limited company is the most recommended form of business entity due to its distinctive features, such as limited liability for shareholders, the capacity to raise equity funds, and perpetual succession.
Introduction: What Are roc filing for private limited companies?
A private limited company is the corporate structure that is most suitable for medium-sized to large firms as well as for companies looking to grow more quickly and significantly. The Corporations Act of 2013 regulates the registration process and other requirements for private limited companies. For a private limited company to be incorporated, the Act specifies a few requirements. For instance, the company should consist of no fewer than 2 and no more than 200 people.
The fact that a private limited corporation grants its members with limited liability is its most remarkable characteristic. The private limited company is now a distinct legal entity according to the Companies Act, 2013. Being a legal entity, the private limited company is required to comply with the Act’s requirements in order to maintain its active position. Regardless of the company’s turnover, these annual compliances must be properly followed. Failure to comply would result in the company’s name being removed from the RoC registry (Registrar of Companies).
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The compliance for private limited company can be roughly categorized as follows:
- RoC Annual Compliance is required.
- Event-Based Compliance with RoC.
Now let’s understand in detail about annual compliance for pvt ltd company and its categories.
Mandatory annual roc filing for private limited companies
A Private Limited Company must adhere to several regulations during its working period and complete information on annual compliance for pvt ltd company :
Board meetings:
A private limited company must hold its first board meeting no later than 30 days after incorporation. After that, a firm is expected to hold at least four board meetings annually, with no more than 120 days separating two consecutive board meetings. One Person Companies (OPC), Small Companies, Section 8 Companies, and Dormant Companies are only needed to hold one Board meeting per half-year, with a minimum of 90 days elapsing between meetings. The directors must be notified seven days in advance of any board meetings. Additionally, board meetings may be called on short notice. A board meeting requires a quorum of either two (2) directors OR one-third of the entire membership, whichever is higher.
Annual General Meeting:
All company, with the exception of an OPC, must hold an Annual General Meeting of its Members for the purpose of establishing the financials and board report, choosing the auditor, choosing the directors, etc. The company’s first AGM must be held nine months after the conclusion of the previous fiscal year. The subsequent AGMs, however, must be held within six months of the fiscal year’s conclusion. However, there cannot be more than a 15-month interval between two AGMs. A 21-day notice must be given to all members in order to schedule an annual general meeting. AGMs may also be called with less notice.
Appointment of the Auditor (Form ADT-1)
Within 30 days of the company’s incorporation date, companies are required to appoint their first auditor. The appointment of the first auditor must be made using Form ADT-1 before to RoC and will last for five years. Form ADT-1 must be submitted to the RoC if a new auditor is chosen by a company within 15 days of the annual general meeting.
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Disclosure of Director Interests:
All Directors shall disclose their holdings in any other entities on Form MBP-1 at the Company’s annual first board meeting.
Annual Return and Income Tax Filing:
For each financial year, every firm is obliged to file an income tax return with the IRS and have its accounts examined by an outside auditor. The business must also submit Form AOC-4, along with its audited financial statements and the director’s report, to the ROC within 30 days of its annual general meeting. In contrast, the business has 60 days following its annual general meeting to file its annual return using form MGT-7. The following ought to be mentioned in financial statement:
- Balance sheet
- Information on the specifics on the balance sheet.
- Particulars on corporate social responsibility.
- All of the business transactions between connected parties.
- Information about the profit and loss statement.
- The audit report as well as any further unrelated transactions (both directors and secretarial audit).
- Information regarding the board meeting and auditor should also be filed.
Ongoing maintenance of Statutory Registers:
A firm must legally keep track of a number of registers, including the minutes of board meetings, annual general meetings, and meetings of debenture holders, registers of charges, share certificates, and members, among others. Submitting Form MGT-7.Within 60 days of the day the annual general meeting was held, every firm has MGT 7A Applicability. It should include the following details:
- The meeting’s board and member details.
- Other holdings and affiliated firms’ registered office and main place of business.
- Holders and members of the Debenture, including the modifications.
- Important managerial figures, directors, and promoters with a notice of the modifications.
- Directors and other important managerial staff are paid.
- Information on the legal disputes that the business is facing.
- Specifics of any fine or penalty assessed against the business.
- Holdings of shares
- Securities such as shares and debentures.
- Indebtedness or liability.
- Compliance certification is important.
Director’s Identification Number (DIN) KYC Filing:
Every person who has received a DIN must file form DIR-3 KYC with the ROC in order to provide their KYC information for each fiscal year. Failure to submit form DIR-3 KYC would result in the deactivation of your DIN and a late filing fine of Rs 5,000.
Certificate of Commencement of Business:
All firms established after November 2018 are required to submit form INC-20A for the Certificate of Business Commencement inside 180 days of the company’s formation. This is a one-time mandatory compliance.
Private limited Companies Compliances based on Event
In addition to the annual filings, there are numerous more compliances that must be completed whenever an event occurs within the organization. The following are examples of such incidents in detail:
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Change in Director
Within 30 days of making the changes, the RoC must be notified of the changes in the directorship by filing the e-form DIR 12 with Section 149.
Change in Authorized Share Capital
The e-form SH-7, referred to in Sections 61 and 64, must be submitted by the firm to the RoC within 30 days of any change in the authorized share capital.
Returning of Allotment:
Within 30 days of approving the special resolution, the firm must notify the RoC by filing the form MGT-14, thereby acknowledging the permission given by the shareholders. The e-form PAS-3 must be submitted within 15 days following the share allocation. Section 62 mentions each of them.
Satisfaction of charges to be Registered:
The business must file the e-form CHG-4 and notify the RoC of the same as per Section 82 within 30 days of the date of charge satisfaction.
Modification of Charge:
The e-form CHG-1 must be submitted within 30 days of the date when the company establishes or alters charges following Section 77. By paying the necessary supplemental charge, the e-form may be submitted within a 120-day maximum period.
Appointment of Statutory Auditor
Within 15 days of the statutory auditor’s appointment, the e-form ADT-1 required by Section 139 must be submitted to the RoC. The e-form ADT-3 must be submitted within 30 days following the auditor’s resignation.
Resignation of Statutory Auditor
Section 140 says the company is needed to notify the ROC by filing an E-Form ADT-3 within 30 days of the Resignation of the Auditor.
Changing the Registered Office:
After the Special Resolution, the Company has 30 days to file E-Form MGT-14. In E-Form 23, the company must get RD approval for the change of registered office. The RD’s approval order must be submitted in E-Form INC-28 within 60 days. After the RD has been approved, the Company has 30 days to file the INC-22.
Delay in Payments towards MSMEs:
A company must file an E-Form MSME before the 30th of April and the 30th of October every year to notify the ROC if payments to MSMEs are delayed for more than 45 days.
Return of Deposits:
Every annual year ending according to Section 73 on March 31st requires the company to submit an E-Form DPT-3, Return of Deposits and Money Not Held as Deposits, to the ROC by June 30th.
Resolutions and Agreements:
According to Section 117 and Section 179 the RoC must receive the resolutions and agreements that the private limited company has entered into and signed using the MGT-14 form.
Maintenance of statutory registers and accounting books:
To notify the ROC of the extra space, except for the registered office of the private limited company where the books of accounts and statutory registers are kept, the board’s decision to amend section 128 should be executed within 7 days of filing the form AOC-5.
Disclosure of Substantial Beneficial Ownership (SBO)
According to Section 90, the Company must submit E-Form BEN-2 to the ROC with information about the Substantial Beneficial Owners.
Calendar ROC Compliance Calendar 2022-23 Due dates
- Companies and Limited Liability Partnerships with Indian registrations must submit all necessary ROC Filing Forms by the deadlines given.
- The Companies and LLPs risk paying a large fine if they disregard the ROC filing requirements.
- Therefore, it is crucial for businesses and limited liability partnerships (LLPs) to keep track of all the crucial deadlines for both annual and event-based ROC compliances.
Here is a ROC Compliance Calendar 2022-23 :.
| Form Name | Particulars | Period of time | Due Date |
| MSMe 1 | Half-yearly form for unpaid MSME invoices | October 2022 to March 2022April 2022 to September 2022 | 30.04.2022 31.10.2022 |
| LLP 11 | LLP Annual Return | FY 2021-22 | 30.05.2022 |
| PAS 6 | To be submitted by an unlisted public company for the half-yearly share capital audit report. | For a half-year ending on 31st March 2022 For a half-year ending on 30th September 2022 | 30.05.2022 29.11.2022 |
| DPT 3 | Return of Deposits | Financial Year 2021-22 | 30.06.2022 |
| FLA | Annual Return to RBI | FY 2021-22 | 15.07.2022 |
| DIR 3 KYC | KYC of Directors or Partners | FY 2021-22 | 30.09.2022 |
| AOC 4 | Form for filing Financial Statements | FY 2021-22 | 29.10.2022 (Within 30 days of AGM) |
| ADT 1 | Notice to Registrar for Auditor Appointment | FY 2021-22 | 14.10.2022 (Within 15 days of GM) |
| MGT 14 | To be filed by the companies after passing any resolution (On the occurrence of any event) | FY 2021-22 | 29.10.2022 (Within 30 Days of Passing of Board Resolution) |
| MGT 7 | Annual Return | FY 2021-22 | 28.11.2022 (Within 60 days of AGM) |
The deadlines for the ROC Compliance Calendar 2022-23 must be noted by businesses and limited liability partnerships. The aforementioned dates, however, are open to modification and extension as and when announced by the relevant government department.
Why Would a Private Limited Company Need to Filer a RoC Compliance?
The company and the executives accountable for the non-compliance shall be fined for the duration of the default for any failure to comply with the RoC: https://www.mca.gov.in/MinistryV2/compliancerelatedfiling.html. The amount of the fine will be calculated daily and for the entire duration that the default persists. Additional fees must be paid in the event of late filing. The requirements of compliance for private limited company should therefore be followed by every organization.
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FAQ
Q – Can you list a few of the ROC’s requirements for private limited companies?
An annual general meeting must always be held for a private limited business. Companies must hold their AGMs within six months after the financial year’s end. The Director’s report can be made using all the data needed by Section 134.
Q – What occurs if ROC filing is not completed?
The corporation and the directors are both responsible for the penalties and repercussions for failing to file the ROC Filing. A fine of Rs. 50,000 must be paid by the company and the negligent officers.
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