What are Compliances for Private Limited Companies ?

Roc filing for Private Limited Companies.

Every Private Limited Company must file returns on an annual basis. Make your company ROC compliant. It requires conducting of an Annual General Meeting and filing annual accounts with ROC. AGM must be held within 6 months from the end of the financial year i.e. 30th September every year. In the case of new companies, the first AGM should be held within 18 months from the date of incorporation or 9 months from the close of the financial year whichever is earlier.

Roc filing forms for Private Limited Companies.

Usually, a company is required to file three forms with ROC:

MGT 7, Form MGT-7 is the form for filing an annual return by a company which contains details of the shareholding structure, change in directorship and details of the transfer of shares during the year if any. Form MGT-7 of a small company or a one-person company must be signed by the Director of a company using a class 2 digital signature or a company secretary in practice. To prepare and file form MGT-7, various financial and operational information pertaining to the financial year would be required. Hence, before preparing MGT-7 a copy of the audited financial statement of the company would be required. The due date for filing MGT-7 is 60 days from the date of Annual General Meeting. The due date for conducting annual general meeting is on or before the 30th September following the end of a financial year. Hence, the due date for filing form MGT-7 is normally the 29th of November.

Penalty for non-filing of Form MGT 7 on time:
The penalty for not filing an annual return has been significantly increased in 2018 to Rs.100 per day of default.

1. AOC 4, which contains details and annexure relating to Balance Sheet of the Company, Profit & Loss Account, Compliance Certificate, Registered Office Address, Register of Member, Shares and Debentures details, Debt details and information about the Management of the Company. Mostly all companies file their financial statements and relevant attachments using Form AOC-4 each year. If the financial statements of the company are not adopted in an Annual General Meeting then un-adopted financial statements should be filed within 30 days of the date of AGM. On the other hand, if the financial statements are adopted by the company then the adopted financial statements must be filed within 30 days of the AGM. Apart from this, if the company needs to revise the financial statement or Board’s report then revised financial statements can also be filed using form AOC-4.

Penalty for non-filing of Form AOC-4 on time:
Delay beyond the period provided under Section 137(1) of the Act – Due dates to file AOC 4 (within thirty days of the date of an annual general meeting) is Rupees 100 per and has no fine limit.

1. ADT 1 is filed for auditor appointment. Company registered in India is required to appoint an individual or an audit firm as its first auditor after its incorporation accounts of the company are required to be audited by the first auditor. Within 30 days from the date of incorporation, the company needs to convey a board meeting by giving notice to all of its directors. Date of incorporation is the date that is mentioned in the certificate of incorporation. In addition to other matters, the company should also decide to pass a resolution for the appointment of the first auditor of the company to hold office until the conclusion of the first annual general meeting. Before the appointment, the company needs to obtain a written certificate from the first auditor to the effect that the appointment if made will be in accordance with the limits specified in the company’s act 2013. After the decision of the board of directors, the auditor needs to be intimated within 7 days from the date of appointment. Form ADT-1 must be filed with the registrar of companies within 15 days from the date of appointment of the Auditor.

The fees for filing Form ADT

Sl.No Share Capital Value of the Company Fee in (Rupees)
1 Less than 1,00,000 200
2 1,00,000 to 4,99,999 300
3 5,00,000 to 24,99,999 400
4 25,00,000 to 99,99,999 500
5 1,00,00,00 or more 600

Penalty for non-filing of Form ADT-1 on time

Late filing of Form ADT 1 will attract these penalty fees specified below:

Sl.No Delay in Filing (No of days) Penalty
1 Up to 30 2 times of Normal Fees
2 More than 30 to 60 4 times of Normal Fees
3 More than 60 to 90 6 times of Normal Fees
4 More than 90 to 180 10 times of Normal Fees
5 More than 180 12 times of Normal Fees

Consequences of Not Complying with Annual Filling.

If a company does not comply with Annual Filing for a period of 3 years or more then:

Consequences for Company:
The company cannot file any form other than Annual filing forms, Forms for the appointment of directors, Forms for application of Registrar of companies, etc. It means that the company cannot execute any activity such as a change in Name, Change in registered office, Issue or allotment of shares, etc.

Consequences for Director:
Unable to file form for any company: Many times while filing form of a company which is not a defaulting company, a message pops-up that the Director is not eligible to sign the form as the signing director is also a director of the defaulting company. In such a situation, such a director is required to complete an annual filing of that defaulting company and then he becomes eligible to sign the form of any other company.
Disqualified to become a Director in any other company: If a company does not file its financials AOC-4 or Annual Return MGT — 7 then every director of such company is disqualified to be a director in any other company.

Consequences for Professionals:

The Company Secretaries and Chartered Accountants of the company which has not complied for annual filings for the period of 3 years or more cannot certify forms of any company.

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