ROC Compliance for Private Limited Company

ROC Compliance for Private Limited Company

The Registrar of Companies (RoC), functioning under the Ministry of Corporate Affairs (MCA), plays a pivotal role in regulating and overseeing corporate administration in India. RoCs are established as per Section 609 of the Companies Act, 2013, with the primary responsibility of ensuring statutory compliance for all companies registered under the Act.

Annual ROC Compliance for Private Limited Companies

Every Private Limited Company operating in India is obligated to file annual returns as stipulated by the Companies Act, 2013. This annual filing, distinct from income tax filings, encompasses essential documents such as the Balance Sheet, Profit and Loss (P&L) Account, and more, and must be submitted to the MCA.

Key ROC Compliance Requirements

1. Appointment of Auditor

• An auditor is to be appointed for either five years or one year.
• Form ADT-1 is required for auditor appointments, whether for a five-year term or a one-year term.
• The first auditor must be appointed within one month from the company’s incorporation date.

1. Statutory Audit of Accounts

• Each company is mandated to prepare its accounts and have them audited by a Chartered Accountant at the end of the financial year.
• The auditor must furnish an Audit Report and Audited Financial Statements, which are filed with the Registrar.

1. Filing of Annual Return (Form MGT-7)

• Every Private Limited Company is obligated to file its Annual Return within 60 days of the Annual General Meeting (AGM).
• The Annual Return corresponds to the period from April 1 to March 31.

1. Filing of Financial Statements (Form AOC-4)

• Private Limited Companies must file their Balance Sheet, Profit and Loss Account, and Director’s Report within 30 days of the AGM.

1. Holding Annual General Meeting

• Private Limited Companies are mandated to hold an AGM every calendar year.
• The AGM must be convened within six months from the conclusion of the financial year.

1. Preparation of Directors’ Report

• The Directors’ Report should encompass all information required under Section 134 of the Companies Act.

Event-Based Compliances

In addition to annual filings, Private Limited Companies are required to fulfil various event-based compliances. These include:

• Alterations in Authorized or Paid-up Capital
• Allotment or transfer of shares
• Extending loans to other companies
• Extending loans to directors
• Appointment of Managing or whole-time Directors and payment of remuneration
• Loans to Directors
• Opening or closing of bank accounts or changes in signatories
• Appointment or change of the Statutory Auditors of the Company

Timely filing of appropriate forms with the Registrar is imperative for event-based compliance to avoid additional fees or penalties.

Consequences of Non-Compliance

Non-compliance with the provisions of the Companies Act results in fines imposed on the company and all officers responsible for the non-compliance. Delays in filing incur additional fees that escalate with the duration of non-compliance. It’s essential to note that certain Annual Filing Forms can be revised, but subsequent revisions are treated as new filings, attracting corresponding fees.

Ensuring adherence to ROC compliance for Private Limited Companies is crucial for maintaining legal standing and avoiding penalties. This guide provides a comprehensive understanding of the regulatory framework and the importance of meeting compliance obligations promptly.