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ROC Compliance for Private Limited Companies

Do you know that ROC compliance is fundamental to your company regarding legal health and business transparency? Governed through the initiative of the Registrar of Companies (ROC compliance) forms a part of corporate governance in India, with special regard to private limited companies. This guide will outline how ROC compliance can improve the legal standing of your company and increase operational efficiency. So, make sure to stay till the end.

Annual Compliances for Private Limited Company

Annual compliance is important for maintaining the legal status of a private limited company in India, and can be broadly categorised into: mandatory compliances and event-based compliances.

Mandatory Annual Compliances

  • 1.

    First Board Meeting: It should be accomplished within 30 days of incorporation to ensure timely governance and decision-making.

  • 2.

    Subsequent Board Meetings: At least four board meetings per annum should be conducted. This is important in ensuring oversight and accountability.

  • 3.

    Annual General Meeting (AGM): An ADM ensures transparency and shareholder involvement by review of performance, financials approval, and audit appointment.

  • 4.

    Annual Return Filing (Form MGT-7): To ensure the ROC maintains the legal records such as essential company information, every company is required to file its annual return within 60 days of the AGM.

  • 5.

    Filing of Financial Statements (Form AOC-4): A balance sheet, a profit and loss account, and a directors' report are to be filed within 30 days of the AGM for declaring financial health and showing compliance with accounting standards.

  • 6.

    Statutory Audit: This is necessary because a statutory audit by a qualified auditor provides assurance regarding the financial accuracy and compliance with the laws.

Event-Based Compliances

  • 1.

    Change in Registered Office (Form INC-22): Updates the ROC in regard to address changes; maintains accurate records.

  • 2.

    Change in Directors or Key Management Personnel (Form DIR-12): It notifies the ROC of personnel changes to ensure accurate information.

  • 3.

    Increase in Authorised Share Capital (Form SH-7): This enables a company to notify ROC about any changes in the capital structure of the corporation to maintain compliance.

  • 4.

    Change in Secured Borrowings (Form CHG-1): It ensures transparency over the changes in debt conditions.

  • 5.

    Filing of Resolutions and Agreements (Form MGT-14): This records proper documentation of the important decisions and resolutions adopted by the company.

Benefits of Annual Compliance

Filing the ITR is more than a legal requirement. Here is how it helps you:

Enhanced Reputation

Steady compliance enhances the status of the company, thus attracting investors and stakeholders.

Improved Financial Management

Accurate financial reporting aids in better financial management and informed business decisions.

Reduced Legal Burdens

Being compliant helps the company not fall into issues with penalties and legal issues, hence ensuring a seamless operation.

Focus on Objectives

Regulatory compliance will free the business to establish clearly defined objectives without distractions stemming from problems of non-compliance.

Long-term growth

Staying compliant inculcates confidence and stability, upon which long-term success for the company rests.

Legal Compliance Checklist for Private Limited Company

Complying with the ROC compliance for private limited companies is crucial so that the operations would run smoothly and without attracting litigation. Here follows a detailed checklist for private limited companies:

Form AOC-4
Annual Financial Statements

Companies having paid-up share capital more than ₹5 crores or turnover more than ₹100 crores, the financial statement shall be filed in XBRL e-form within a period of 30 days from the date of conclusion of the AGM.

Form MGT-7A
Annual Returns

Form MGT-7A (for small companies and OPC), MGT-7 (for others). Companies having a paid-up share capital exceeding ₹10 crores or turnover more than ₹50 crores shall file annual returns within the 60 days from the date of AGM.

Forms MBP-1 and DIR-8
Director Disclosures

Disclosure of interest and non-disqualification have to be made by each director at the first board meeting of every financial year.

Director KYC

Every director shall file his KYC on or before 30th September every year.

Form AOC-4
Deposit Returns

It needs to be filed on or before 30th June of every year for the disclosure under the deposits and other related transactions.

Form ADT-1
Reappointment/Casual Vacancy of Auditor

To be filed within 15 days from the date of AGM for the reappointment or appointment of an auditor.

Form IEPF-2
Unpaid and Unclaimed Accounts

To be filed within a period of 60 days from the date of AGM for reporting unclaimed or remaining unpaid dividends and other amounts in compliance with the IEPF rules.

Form BEN-2
Beneficial Owner Disclosure

This form has to be filed within a period of 30 days from the date of receipt of Form BEN-1, for disclosure of significant beneficial ownership that will bring about transparency in ownership.

Form MSME-1
MSME Payments

Submit half-yearly on or before 30th October and 30th April declaring the amount of outstanding payments to MSMEs to monitor time-bound payments.

DIR-12 Form
Appointment and Resignation of Directors

To be filed in case of any change in the board of directors.

Documents Required for Completing ROC Compliances

KYC Documents

Required for directors and shareholders, including identity proofs like Aadhaar, PAN, and Passport; address details; DSC of director.

Company Information

Provide details of the company's Memorandum of Association (MOA), Articles of Association (AOA), the incorporation certificate, and details of auditors - firm registration number and the terms of his appointment.

Financial Statements

Furnish audit & board report, bank statements of directors, balance sheet, profit & loss statement, minutes of meetings.

Registers

Maintained registers of shareholders, directors, and charges.

Certificates

Obtain compliance certificate, GST registration, ESI, PF, Shop and Establishment, MSME registration if any.

What is the Cost of Annual Compliance for Private Limited Company?

The cost of annual compliance for a private limited company in India varies depending on the size of the company, its activities, and location. The minimum necessary compliance charges to offer for the start-up companies start at ₹10,999, and may increase thereafter based on additional requirements.

Key expenses include:

Particular Fee
Audit Fees
Filing Fees
Regulatory Charges
Legal Consultation and Software Costs
From ₹5,000 to ₹5,00,000, or more.
Varies with the share capital, starting from Rs. 200 per document.
Can range from a few thousand to several lakhs.
Additional fees for the legal consultation and the purchase of accounting software.

Where to Find the Perfect Compliance Partner for Your Business?

Managing ROC compliance for private limited companies can be complex. That's where JJ TAX comes in. With expert services tailored to meet your specific needs, JJ TAX ensures that your business stays compliant with all ROC requirements. Our experienced professionals offer comprehensive solutions, from filing to ongoing support. Don't leave compliance to chance—partner with JJ TAX today and keep your business on the right track. Explore more here.

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People also ask on roc compliance for private limited company

1. Is ROC compliance for private limited companies mandatory?

Compliance with ROC for private limited companies is compulsory, as it makes sure that the company complies and adheres to the Companies Act, 2013, thereby maintaining legal standing.

2. Is an audit compulsory for private limited companies?

Yes, an audit is compulsory for all private limited companies as a means of verifying their financial statements every year for accuracy and compliance with any statutory requirements.

3. Is CA required for ROC filing?

Yes, it is worth hiring a Chartered Accountant for the purpose of getting the ROC filing done correctly and on time.

4. In which type of firm do we need to get registered with ROC?

Private limited companies, public limited companies, and limited liability partnerships (LLPs) have to get themselves registered with ROC.

More Questions...

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