Private Limited Company: ROC and Non-ROC Compliances

Private Limited Companies are one of the most preferred business models for driving business growth and attracting funding. While forming a private limited company is no longer a mammoth task, understanding compliance requirements is crucial to avoid penalties and legal complications. Below is a comprehensive list of ROC compliances for private limited companies in India that must be adhered to.

Why Should Private Limited Companies File ROC Compliance?

Private limited company ROC compliances ensure transparency in company operations. To promote adherence to these requirements, ROC has put penal provisions in place for non-compliance. Filing ROC compliance helps companies avoid hefty fines and penalties.

Mandatory ROC Compliance for Private Limited Companies

• Annual General Meeting (AGM): Private limited companies must hold an AGM each financial year. The first AGM must be held within 9 months of the financial year-end, and subsequent AGMs within 6 months. The maximum gap between two AGMs must not exceed 15 months. Key agenda items include reviewing financial statements, board reports, auditor appointments, and director appointments.
• Board Meetings: The first board meeting must be held within 30 days of incorporation, followed by at least 4 board meetings annually. The gap between consecutive meetings must not exceed 120 days.
• Annual Return Filing: The company must file its audited financial statements and directors' report with the ROC using Form AOC-4 within 30 days after its AGM. Additionally, it must file its annual return using Form MGT-7 within 60 days of the AGM.
• Statutory Registers: Companies must maintain statutory registers such as minutes of board meetings, AGMs, registers of members, share certificates, and charges.
• Disclosure of Director’s Interest: Directors must disclose their interest in other entities annually using Form MBP-1, during the company’s first board meeting of the year.
• DIN KYC: Directors holding a Director Identification Number (DIN) must file Form DIR-3 KYC with the ROC every financial year.
• Certificate of Commencement of Business: Companies incorporated after November 2018 must file Form INC-20A within 180 days of incorporation to obtain the certificate of commencement of business.

Incident-based ROC Compliance for Private Limited Companies

• Change in Directors (Sec. 149): Any appointment, change, or resignation of directors must be reported to the ROC using Form DIR-12 within 30 days.
• Change in Authorised Share Capital (Sec. 64): Any change in the company’s authorized share capital must be reported using Form SH-7 within 30 days.

Other Non-ROC Compliance

• Income Tax Compliance: Companies must file their income tax returns using Form ITR-6 under Section 139(1) of the Income Tax Act. Depending on turnover, companies may also be required to have their books of accounts audited by a Chartered Accountant.
• GST Compliance: Companies must file GST returns and, based on turnover, may need to file an annual return and comply with GST audit requirements.