What is the ROC compliance for a pvt. ltd. company?
The most popular form of business entity is a private limited company. Private limited companies in India are administered by the Companies Act under the Ministry of Corporate Affairs (MCA). As per MCA guidelines, every private limited company is bound to fulfill the mandatory secretarial compliance filings or ROC compliance within the fixed due date to avoid penalties.
About ROC compliance
RoC or Registrar of Companies is an office under MCA that works with the administration of the Companies Act, 2013. ROC has been appointed under Section 609 of the Companies Act to ensure private limited companies and limited liability partnership companies comply with the statutory requirements of the Act. ROC functions as registry records related to the companies registered with them.
There are certain mandatory ROC compliances that need to be carried out by Private Limited Company. Here we have enlisted some of them below:
Board Meetings:
The first board meeting of a Private Limited Company is required to be held within 30 days of its incorporation. Hence, a company is required to hold at least 4 board meetings in a year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board.
However, One Person Companies, Small Companies, Section 8 Companies and dormant companies are required to hold only one Board meeting in each half calendar year and the gap between such two meetings shall not be less than 90 days. Meeting of the board of directors can be scheduled after giving a 7 days’ notice to the directors. Board meetings can also be convened at a shorter notice. The quorum for a Board Meeting is 1/3rd of total strength or 2 directors, whichever is on higher side.
Annual General Meeting:
It is mandatory for every company other than an OPC to hold an Annual General Meeting of its members for a financial year for the purpose of laying down the financials and board report, appointment of auditor, directors appointment etc. The first AGM of the company must be held within nine months of the end other financial year. Whereas the consecutive AGMs must be held within six months of the end of the financial year. However, the maximum gap between two AGMs shall not be more than 15 months. Annual General Meeting can be called by giving a 21 days’ notice to the members.
Disclosure of Director’s Interest:
All the directors of a company are required to give a notice of interest in any other entity in Form MBP-1 to the company every year in its first board meeting.
Filing of Income Tax and Annual Return:
Every company is required to get its accounts audited by an auditor and file its income tax return with the income tax department for each financial year. The company is also required to file its audited financial report and director’s report with the ROC in Form AOC-4 within 30 days of its Annual General Meeting. Whereas, the company has to file its Annual return in form MGT-7 within 60 days of its Annual General Meeting.
Maintenance of Statutory Registers:
It is mandatorily for a company to maintain various registers like Minutes of Board Meeting, Minutes of AGM, Minutes of debenture holder meetings, Register of Charges, Register of Share Certificates, Register of Members etc.
Filing of Director’s Identification Number (DIN) KYC:
All people allotted with a DIN is required to file form DIR-3 KYC with the ROC for submitting his/her KYC details for every Financial Year. A failure to file form DIR-3 KYC will result into deactivation of DIN and a penalty of Rs 5,000/- upon late filing.
Certificate of Commencement of Business:
This is a one-time mandatory compliance for all the companies formed after November 2018 to file form INC-20A for the Certificate of Commencement of Business within 180 days of incorporation of the company.
Conclusion
Compliance works as an asset for the business and is important for the long life of any organisation. If a company fails to follow any of the regulatory compliances then the Company and every officer who is in default shall be penalised with hefty fine. We at Legalway LLP are a leading legal solution provider based in Pune, giving end-to-end solutions for all legal services to major businesses across India.
