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Mandatory ROC Compliances for Private Limited Company

These need to be complied with, by all companies notwithstanding their active or defunct status. Following are the minimum mandatory compliances along with a brief description of each compliance (the list is informative and not exclusive) :

Director Identification Number (DIN) :

No person can be appointed as a Director without getting a DIN. The compliance can be quite an irritant for foreign residents, as all the documents need to be notarised. If the documents are not in English then translated version along with the original documents need to be notarised.

Digital Signature Certificate (DSC) :

The digital signature certificate is required for e‐filing of documents/forms of secretarial compliances and as such at least one Director need to have a DSC.

Board Meetings :

At least four board meetings need to be held in a year and at least one meeting needs to be held every quarter. Physical presence of the directors is needed for the meeting. Net meeting or video/tele conference is not recognised by law. Quorum is 1/3rd or 2 Directors whichever is greater. The meetings need to be logged and the signed minutes need to be maintained at the Registered Office.

Annual General Meeting (AGM) :

This is a shareholders meeting that needs to be held every year. Approval of financial statements, declaration of dividends, appointment of auditors, etc. is the primary agenda for this meeting. AGM needs to be held in the city where the registered office of the company is situated.

Annual Filing of Forms :

There are a number of annual forms that need to be filed besides the annual financials. The information is quite detailed and talks about shareholdings, directors, financials, etc. All these forms are required to be certified by a practicing Chartered Accountant or practicing Company Secretary. Companies having paid up share capital in the range of INR 1 million to 50 million are required to file a Compliance Certificate from a practicing company secretary.

Yearly forms by directors :

The directors are required to inform the company about their directorship in other companies every year.

Maintenance of statutory register & minute's book :

A number of registers are required to be maintained, such as‐ Register of Member, Register of Directors, Register of Contracts, Register of Charges, etc. The registers are required to be kept at the registered office of the company.

Mandatory elaborated details given below

1. Mandatory Compliance :

We have elaborated some of the mandatory compliance that a private Limited company must ensure :

Mandatory Compliances Description and Timeline
First Board Meeting First Meeting of Board of Directors is required to be held within 30 days of Incorporation of Company. Notice of BM must be send to every director at least 7 days before the meeting.
Subsequent Board Meetings Minimum 4 Board Meetings to be held every year with not more than 120 days gap between two meetings.
Filing of Disclosure of interest by Directors Every director at :
First meeting in which he participates as director; or
First meeting of Board in every FY; or
Whenever there is change in disclosures

Shall disclose in Form MBP-1 (along with list of relatives and concern of relatives in the Company as per RPT definition), his concern or interest in any company, body corporate, firm or other association of individuals (including shareholding interest).

Form MBP-1 shall be kept in the records of the company.
First Auditor First Auditor of the company shall be appointed by the BOD within 30 days of Incorporation who shall hold the office till the conclusion of 1st AGM. In case of First Auditor, filing of ADT-1 is not mandatory.
Subsequent Auditor The BOD shall appoint the auditor in first AGM of company who shall hold the office till the conclusion of 6th AGM and shall inform the same to ROC by filing ADT-1. The responsibility to file Form ADT 1 is that of the company and not of the auditor within 15 days from the date of appointment.
Annual General Meeting Every Company is required to hold an Annual General Meeting on or before 30th September every year during business hours (9 am to 6pm), on a day that is not a public holiday and either at the registered office of the Company or within the city, town or village where the registered office is situated. A 21 clear days' notice is required to be given for the same.
Filing of Annual Return (Form MGT-7) Every Private Limited Company is required to file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1st April to 31st March.
Filing of Financial Statements (Form AOC-4) Every Private Limited Company is required to file its Balance Sheet along with statement of Profit and Loss Account and Director Report in this form within 30 days of holding of Annual General Meeting.
Statutory Audit of Accounts Every Company shall prepare its Accounts and get the same audited by a Chartered Accountant at the end of the Financial Year compulsorily. The Auditor shall provide an Audit Report and the Audited Financial Statements for the purpose of filing it with the Registrar.

2. Event Based Compliances :

Even based compliance are those which gets triggered upon happening of certain events like change in directors, change of registered office, change in authorized share capital etc. Hence, it is necessary that the happening of such events get tracked and compliance met with on time in order to avoid penalties or additional fees. Some of the Event based compliance are mentioned below along with the time limit :

Events Change in registered office
Time Limit Within fifteen days from the date of such change
Events Change in Directors or KMP
Time Limit Within 30 Days of such change
Events Increase in Authorized Share capital
Time Limit Within 30 days of passing Ordinary Resolution
Events Filing of resolution and agreements
Time Limit Within 30 days from date of passing resolution
Events Increase in Paid up share capital (Issue of security)
Time Limit Within fifteen days from the date of the allotment
Events Change in secured borrowing (Creation, modification and satisfaction of charge)
Time Limit All types of Charges within 30 days of its creation
Events Application for KYC of Directors
Time Limit On or before 30th April of immediate next Financial Year (Annual Compliance)
Events ACTIVE (Active Company Tagging Identities and Verification)
Time Limit On or before 25th April 2019 (Applicable to all companies registered before 31st December 2017)
Events Declaration of Commencement of Business
Time Limit Within a period of 180 days of the date of incorporation of the company. (Applicable to companies incorporated after 2nd November, 2018.)

Consequences of Non-Compliances :

If a company fails to follow any of the regulatory compliances then the Company and every officer who is in default shall be punishable with fine for the period for which default continues. Hence the penalties will keep on increasing as the time period of non-compliance increases.

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