ROC Compliance for private limited company
The private limited company is one of the most widely used business structures for controlling corporate expansion and luring investment. Throughout this startup period, there has been a surge in the formation of private limited companies. Promoters still need to be aware of the compliance requirements even though starting a private limited company is no longer a difficult undertaking in order to avoid unnecessary penalties and legal action. This is an exhaustive list of every ROC compliance that Indian private limited companies need to adhere to.
private limited business To guarantee openness in the way the business conducts its activities, ROC compliances are implemented. ROC has therefore implemented punitive measures for non-compliance in order to guarantee that the enterprises follow the compliance criteria. Thus, private limited enterprises must meet the ROC compliance criteria in order to avoid incurring heavy fines and penalties.
A government organization called the Registrar of Companies (ROC) maintains records on every company that is registered in India. Every registered company must abide by specific compliance requirements, which frequently result in a complicated compliance environment.
Required ROC Compliances and Event-based ROC Compliances are the two main categories into which ROC compliances fall. Mandatory compliances like AOC-4 and MBP-1 deal with the annual filing of audited financial statements and the disclosure of a director's interest, respectively. Contrarily, certain business events like a change in the directorship or authorized share capital cause event-based compliances like DIR-12 and SH-7 to be activated.
Every compliance has a set of deadlines for filing. For example, the Director's Identification Number (DIN) KYC filing, or DIR-3 KYC, is necessary for each fiscal year, and the Certificate of Commencement of Business (INC-20A) needs to be filed 180 days after the company's incorporation.
Mandatory ROC Compliance:
- Annual General Meeting: The members of the private limited corporation are required to assemble annually during each fiscal year. The first AGM must be held within nine months of the end of the fiscal year, and all future AGMs must be held no later than six months after that. The maximum time between two AGMs is fifteen months. We will take into consideration agenda issues such as arranging and debating the financial statements and board report, selecting a director, employing an auditor, and so forth.
- Board Meetings: Within 30 days of their incorporation date, private limited corporations must hold their first board meeting. After then, the business must have a minimum of four board meetings every fiscal year, with a maximum of 120 days elapsing between two meetings.
- Annual Return: Within 30 days following its AGM, the company must file Form AOC-4, the audited financial statements and director's report, with the ROC. Additionally, the business must submit its Annual Return in Form MGT-7 within 60 days of the AGM.
- Statutory Registers: Minutes from board meetings, annual general meetings, debenture holder meetings, charge and member registers, share certificate registers, and so forth must be kept on file by limited liability corporations.
- Disclosure of Director's Interest: Using Form MBP-1, each director must disclose any interests they may have in other entities at the company's annual first board meeting.
- DIN KYC: Every person who has been given a Director Identification Number is required to file Form DIR-3 KYC with the ROC each fiscal year.
Even if the aforementioned compliances were either periodic or one-time required, certain things happen in the companies that make compliance needs change. This is a comprehensive guide to these developments and the ROC compliances that apply to Pvt. Ltd. companies.
- Section 149 - The designation, modification, or departure of directors or key managerial staff. Within 30 days of the change, the company must notify the ROC via Form DIR-12 of the director's appointment.
- Section 64 - Within 30 days of the change, the company must notify the ROC in Form SH-7 of the approved share capital modification.
- Section 77 - The In order to create or modify a charge, the business must complete Form CHG-1 within 30 days. If there is a delay, the form can be submitted when extra fees are paid and the application for a delay is excused.
- Section 82 - Within 30 days of such satisfaction, the company must notify the ROC in Form CHG-4 of the charge's satisfaction.
- Section 139 - Within fifteen days of the statutory auditor's appointment, the company must notify the ROC using Form ADT-1.
- Section 140 - In Form ADT-3, the company must notify the ROC of the statutory auditor's resignation within 30 days of the resignation.
Short summary on the details of the form to be compiled while filing ROC
| S.No | Form Name | Date of filing | Purpose |
| 1 | MBP-1 | Every year at its first Board Meeting. | Disclosure of the Director’s Interest |
| 2 | AOC-4 | Within 30 days of its Annual General Meeting | Audited financials and Director’s report MGT-7 |
| 3 | MGT-7 | MGT-7 Within 60 days of its Annual General Meeting | Annual return |
| 4 | DIR-3 KYC | Every Financial Year | Filing of the Director’s Identification Number (DIN) KYC |
| 5 | INC-20A | Within 180 days of the incorporation of the company. | Certificate of Commencement of Business |
Event based ROC Compliances
| S.No | Form Name | De date of filing | Purpose |
| 1 | DIR 12 | Within 30 days of a change in directorship | Change in director |
| 2 | SH 7 | Within 30 days of a change in authorised share capital | Change in authorized share capital |
| 3 | MGT 14, PAS 3 | MGT-14 within 30 days of passing the Special Resolution acknowledging the approval granted by the shareholders. Further, the company is required to file E-Form PAS-3 within 15 days of making the allotment of shares. | Return of allotment |
| 4 | CHG 1 | Within 30 days of a creation or modification of the charge | Creation and modification of charge |
| 5 | CHG 4 | Within 30 days of satisfaction of charge | Registration and satisfaction of charge |
| 6 | ADT 1 | Within 15 days of the appointment of the statutory auditor with the ROC | Appointment of a statutory auditor |
| 7 | ADT 3 | Within 30 days of the registration of the auditor | Registration of the statuary auditor |
| 8 | INC 22 | Inform the ROC of any change in the registered office of the company | Shifting of registered office within the same city, town or village without change in the jurisdiction of ROC |
| 9 | Inc 23, 28, MGT 14 and INC 22 | The Company is required to file E-Form MGT-14 within 30 days of the special resolution. The company is required to apply for Approval from the RD for the shifting of its registered office in E-Form 23. The approval order of the RD is required to be filed within 60 days on E-Form INC-28. The Company is required to file INC-22 within 30 days of RD’s approval. | Shifting of the registered office outside the same city, town, or village with a change in the jurisdiction of the ROC |
| 10 | DPT 3 | With the ROC before June 30th for every financial year ending on March 31st. | Return of Deposits with the Company |
| 11 | MGT 14 | A Company is required to file various resolutions and agreements with the ROC by filing E-Form MGT-14. | Filing of Resolutions and Agreements with the ROC |
| 12 | AOC 5 | Within 7 days of passing the Board resolution to inform the ROC | Additional places other than the registered office where the books of accounts and statutory registers are being kept |
| 13 | BEN 2 | The company is required to inform the ROC regarding the Substantial Beneficial Owners in E-Form BEN-2. | Disclosure of Substantial Beneficial Ownership (SBO) |
| 14 | GNL 2 | Disclosure of Substantial Beneficial Ownership (SBO) | File certain documents with the Registrar of Companies |
How SKMC Global can help you?
As a service provider, SKMC Global is essential in helping firms comply with regulations pertaining to company formation, governance, and reporting in the framework of India's Registrar of Companies (ROC). Here's how we get involved:
Company Registration:
We help new businesses get incorporated by assisting with the draft and submission of necessary paperwork, like the articles of association (AOA) and memorandum of association (MOA). assist in getting the company name approved and making sure it is unique and complies with ROC regulations.
Compliance and Filings:
Make sure that all periodic returns and paperwork, such as annual returns, financial statements, and other compliance reports, are filed with the ROC on time. We keep the statutory registers and records up to date in accordance with the Companies Act.
Regulatory Compliance:
We offer advice on adhering to the 2013 Companies Act and other pertinent laws. Advice about board meetings, shareholder communications, and company governance falls under this category. We notify clients of modifications to laws and regulations that have an impact on how businesses operate.
Corporate Governance:
We help with the planning, arranging, and recording of board and general meetings, including the drafting of resolutions and minutes. Assist with secretarial tasks to keep up with business filings and records and to make sure governance procedures are followed.
Annual Compliance:
We assist in overseeing the preparation and submission of yearly returns to the ROC, which comprise director reports, financial statements, and other pertinent paperwork. aid in obtaining the compliance certificates and other legally essential paperwork that the ROC requires.
Amendments and Modifications:
By submitting the required paperwork to the ROC, you can make modifications to the company's address, directors, and share capital more easily. As needed, help with the modifications of the AOA, MOA, and other business papers.
Director and Shareholder Services appointment:
We manage the appointment, resignation, and removal of directors as well as the necessary paperwork that needs to be filed with the ROC. Help oversee shareholder-related operations, such as issuing new shares, transferring existing ones, and keeping track of shareholder information.
Legal and Compliance Representation:
With the assistance of our staff, disagreements pertaining to ROC filings, compliance problems, or other regulatory matters can be handled without difficulty through dispute resolution. In interactions with the ROC and other regulatory bodies, we speak on behalf of the business.
Due Diligence and Audits:
In order to make sure that ROC regulations are followed and to find any compliance problems, we carry out internal audits. To guarantee ROC compliance, do due diligence on mergers, acquisitions, and other business transactions.
Your company may focus on its main business activities, ensure regulatory compliance, and manage its ROC-related obligations with effectiveness by utilizing SKMC Global's expertise.