A Private Company is a legal institute enjoying a separate personality which requires controlling its active status through the regular filing with MCA. For every business, it is compulsory to file an annual return and audited financial reports with MCA for every fiscal year. The RoC filing is necessary irrespective of the turnover, whether it is zero or in crore. Whether a single business is undertaken or none, annual compliances for private limited are compulsory for every certified company.
Overview of Annual Compliance for Private Company
A Private Company is a legal institute enjoying a separate personality which requires controlling its active status through the regular filing with MCA. For every business, it is compulsory to file an annual return and audited financial reports with MCA for every fiscal year. The RoC filing is necessary irrespective of the turnover, whether it is zero or in crore. Whether a single business is undertaken or none, annual compliances for private limited are compulsory for every certified company.
Both the forms are applied to report the activities and financial date for concerned Financial Year. The due terms for annual filing of a company are based on the time of the Annual General Meeting. The perpetual failure may lead to the elimination of the company’s name from RoC’s register, including incompetence of directors. Also, it has been noticed that MCA has actively taken bold measures for dealing with any such failures. The compliances relevant to the company could be segregated into two sections Mandatory Compliances and Event-Based Compliances.
Mandatory Annual Compliances
We have developed some of the mandatory agreements that a private Limited company must ensure:
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1
First Board Meeting
First Meeting of Board, along with Directors, is expected to be held within 30 days of Incorporation of Company. Declaration of BM must be sent to each director at least seven days ere the meeting.
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2
Subsequent Board Meetings
Minimum of 4 Board Meetings to be checked every year with not more than 120 days gap within two meetings.
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3
Filing Of Acknowledgement Of Interest By Directors
Every director at:
- The first meeting in which he engages as director; or
- The first meeting of Board in each FY; or
- Whenever there is a variety in disclosures shall reveal in Form MBP 1 (along with a list of relatives and attention of relatives in the Company as per RPT definition), his interest or interest in any company, body corporate, organizers/firms or other organization of individuals (including shareholding interest). Form MBP‐1 shall be kept in the documents of the Company
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4
First Auditor
the BOD shall designate the first Auditor of the Company within 30 days of Incorporation who shall continue the office till the completion of 1st AGM. In the matter of First Auditor, filing of ADT-1 is not necessary.
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5
Subsequent Auditor
The BOD shall delegate the Auditor Auditor in first AGM of Company who shall hold the position till the conclusion of 6th AGM and shall notify the same to ROC by filing ADT-1. The capacity to submit Form ADT 1 is that of the Company and not of the Auditor Auditor within 15 days from the time of appointment.
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6
Annual General Meeting
Every Company is needed to hold an Annual General Meeting on or before 30th September every year during working hours (9 am to 6 pm). On a day that is not a general public holiday and either at the certified office of the Company within the city, town/ village where the certified office is positioned. A 21 bright days' notice is required to be given for the same.
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7
Filing Of Annual Return (Form MGT-7)
Each and every Private Limited Company is expected to file its Annual Return within 60 days of operating of Annual General Meeting. Annual Return will be for the time' 1st April to 31st March'.
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8
Filing Of Financial Statements In (Form AOC-4)
Each and every private Limited Company is expected to file its 'Balance Sheet' along with a statement of 'Profit and Loss Account' and 'Director Report' in this Form in 30 days of holding of 'Annual General Meeting'.
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9
Statutory Audit Of Accounts
Each and every Company should prepare its Accounts and get the exact audited by a Professionals/Chartered Accountant at the end of the Financial Year mandatorily. The Auditor should provide an Audit Report and the Audited Financial Statements to file it with the Registrar.
Event-Based Compliances
Even based compliances are those who get triggered upon following of certain events like change in directors, change of registered office, change in approved share capital etc. Hence, it is essential that the happening of such events get tracked, and docility met with on time to avoid penalties or additional fees. Some of the Event-based agreements are mentioned below, along with the time limit:
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Actions
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Form No.
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Phase Limit
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Change in registered office
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INC-22
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Within fifteen days from the date of such change
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Change in Directors or KMP
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DIR-12
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Within 30 Days of such change
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Increase in Authorized Share capital
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SH-7
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Within 30 days of passing Ordinary Resolution
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Filing of resolution and agreements
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MGT-14
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Within 30 days from date of passing resolution
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Increase in Paid up share capital (Issue of security)
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PAS-3
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Within fifteen days from the date of the allotment
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Change in secured borrowing (Creation, modification and satisfaction of charge)
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CHG-1
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All types of Charges within 30 days of its creation
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Application for KYC of Directors
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DIR-3 KYC
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On or before 30th April of immediate next Financial Year (Annual Compliance)
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ACTIVE (Active Company Tagging Identities and Verification)
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INC-22A
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On or before 25th April 2019 (Applicable to all companies registered before 31st December 2017)
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Declaration of Commencement of Business
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INC-20A
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Within a period of 180 days of the date of incorporation of the company. (Applicable to companies incorporated after 2nd November, 2018.)
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Essentials
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Form No.
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Phase Limit
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Change in Directors or KMP
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DIR-12
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Within 30 Days of such change
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Increase in Authorized Share capital
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SH-7
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Within 30 days of passing OR
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Increase in Paid up share capital (Issue of security)
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PAS-3
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Within fifteen days from the date of the allotment
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Change in registered office
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INC-22
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Within fifteen days from the date of such change
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Change in secured borrowing (Creation, modification and satisfaction of charge)
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CHG-1
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All types of Charges within 30 days of its creation
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Change of name of company
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INC-24
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Within 60 days from the date of applying reservation of name in INC-1
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Conversion of company
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INC-27
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Filing of resolution and agreements
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MGT-14
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Within 30 days from date of passing resolution
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Removal of Auditor before Expiry
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ADT-2
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Within 30 days from date of passing SR
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Application for KYC of Directors
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DIR-3 KYC
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On or before 30th April of immediate next Financial Year (Annual Compliance)
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Report for Disqualification of the Director
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DIR-9
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To be filed by company within 30 days of such disqualification
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Stipulations of Non-Compliances
If a company declines to follow any of the administrative compliances, then the Company and every officer who is in arrears shall be guilty with a fine for the period for which default remains. Hence the penalties will keep on escalating as the period of non-compliance increases.
Benefits of Annual Compliance
Establishing A Company’s Credibility
Compliance of law is the fundamental requirement for any company—the date of the company’s annual return filing performed on the Master Data on the MCA portal. Ministry tenders, loan support or for similar other purposes, the consistency in compliance is an important criterion to measure the reliability of an organization.
Invite Investors
While attracting funds for a corporation from the investors, the investors demand all financial histories and date before settling the proposal. The investors may either request the company directly or can also check the economic reports from the MCA portal. Investors also lead to favour companies with regular compliance reports.
Maintain Active State And Avoid Punishments
Constant failure in filing the return turns the company status to failure and charges it with heavy penalties. The company may also be disclosed as defunct or removed from the RoC. The concerned directors are also excluded and debarred from their further appointment. Since July 2018, a supplementary fee of ₹100 for each day of delay has been levied till the date of filing.
Latest: Checklist of Annual Compliance for Private Startups
A startup working as a private limited company has to follow characters of compliance as laid down by different statutes and other administrative bodies. These include but are not restricted only to the periodic filing of tax and other returns, accommodating the board and other meetings, maintaining sanctioned books and accounts etc.
- Non-Registrar compliance of periodic returns – (Monthly, quarterly, annual returns- GST, TDS, etc)
- Monthly/Quarterly- GST Returns
- Quarterly-TDS Returns
- Evaluation of advance tax liability and payment of advance tax periodically
- Filing of Income Tax Returns (Tax will be obligatory at a flat rate of 30% plus Education Cess)
- Filing of Tax Audit Report
- Administrative Assessment of trade under different acts of law (Eg. Environment and Protection Act, Money Laundering Act, Competition Act, Factory Act etc.)
Documents Required for Annual Filing of Company
- Incorporation Certificate
- 1 PAN Card
- 2 Certificate of Incorporation and
- 3 MoA – AoA of Private Company
- Audited Financial Statements
- An independent auditor must audit financial Statements
- Audit Report & Board Report
- Independent auditor’s report and Board report must be concerned
- DSC of Director
- Accurate and active DSC of one of the directors must be provided and presented
Summing-up
Running a business, particularly in the form of a private limited company, is not something to be engaged lightly. It requires both an ongoing expenditure of much time and effort, and important knowledge of many financial and administrative technicalities.
Compliance is a company asset that, if used in the correct way, can bring companies an aggressive advantage, customer trust and finally return on investment. The agreement is not only ‘doing the right thing’, or ‘ticking a box’ but it is the form of working, part of the business, investor confidence, understandable and open culture. Remember, the cost of non-compliance is always more than the cost of compliance. There are established and competent experts in the market today ready and willing to help you at every step of the business cycle, not only in consolidation but with all the compliance and supervisory requirements through the long life of your organization.