The private limited company is the most preferred form of business entity in India. The companies that govern private limited companies act under India’s MCA (ministry of corporate affairs).
As per the MCA, all the businesses with new company registration in India are obliged to discharge compulsory secretarial compliance submissions or RoC compliance within the stipulated timeline to avoid penalties. It is crucial to conduct a new company registration process in India before starting the business.
The function of the RoC (Registrar of Companies)
There are almost twenty-two registrars of companies scattered across the country. The registrar of a company (RoC) is an office under the MCA that deals with the matters and administration related to the companies act, 2013.
In addition, the RoC has been assigned under section 609 of the companies act, 2013. RoC is obliged to ensure that the private limited companies and LLP (limited liability partnership) companies adhere to the statutory requirements of the act. The RoC maintains the registry that all the company records have registered with them.
What are some of the compulsory RoC compliance submissions for a private limited company?
Here is the list of compliance that needs to look after for private limited companies;
For the public limited company, there have to be at least four board meetings conducted in one calendar year, and in the case of a private company, at least two board meetings have to be undertaken.
One-third of the total number of directors or a minimum of two directors, whichever is greater, must be present at the meeting. They should inform at least a week prior concerning the meeting’s agenda. The board meeting’s minutes will keep at the registered office of the company.
AGM (annual general meetings)
One AGM has to conduct every year, and a gap of fifteen months should subsist betwixt two AGMs. Similarly, the objective of the AGMs is to belabor the company’s financial statements, declaration of dividend, the appointment of auditor, remuneration, and so forth.
Appointment of the auditor (form ADT-1)
Companies should appoint their first auditor within one month of its incorporation. The first auditor should select for five years, and the appointment should submit before the RoC with the help of form ADT-1.
When the company appoints the new auditor within a fortnight from the date of AGM, form ADT-1 to submit with the RoC.
All the company directors oblige to submit form MBP-1 to reveal their interests in any other company. Such disclosure made yearly at the first board meeting.
Further, every company director in every financial year should submit the disclosure of non-disqualification in form DIR-8. In addition, in case of the appointment of a new director, the new director’s qualifications consider a declaration.
Accounts to be audited by the statutory auditor
To verify and prepare the annual report and financial statements and get the financial information audit, every company must have a statutory auditor who can mandatorily audit those mentioned above.
Submission of form MGT-7
All the companies oblige to submit MGT-7 within two months from the date of conducting AGM. It should include the following information as given below;
- Board and member meetings’ details.
- Registered office, associate companies, and principal place of business of other holdings.
- Debenture members and holders contain the changes made.
- Key promoters, directors, and managerial person, along with changes made.
- Directors and key managerial personnel’s remunerations.
- Legal matters’ details in which the company involve.
- Fine or penalty details that impose on a company.
- Shareholding pattern.
- Indebtedness or liability.
- Shares, debentures, and other securities.
- Compliance matters’ certificate.
The details mentioned above will be in the public domain in case of any dispute and legal entanglement. In case of non-compliance in the submission of the annual return, the fine of Rs. 100 has paid for per day of default.
Submission of financial statement. (Form AOC-4)
This submission is a mode of communication betwixt shareholders and the board of directors of the company. It intimates shareholders about their investment and reveals all the financial transactions done in a financial year.
It has done within one month from the date of AGM. One needs to understand the time gap between two AGMs in case of extension by RoC. It should include the following;
- Particulars on balance sheet’s details.
- Balance sheet.
- Corporate social responsibility’s details.
- All the related party transactions in which the company has entered.
- Profit and loss account details.
- Audit report or other miscellaneous transactions (both secretarial or directors’ audit).
- Auditor’s particulars and board meeting have to submit.
Statutory audit of accounts
Companies should prepare their accounts and get them a CA audit at the end of the financial year. In addition, financial statements and audit reports must submit to the registrar.
Maintaining the statutory registrars
Maintaining board meetings, statutory registers, creditors meetings, AGM, and debenture holder meetings are compulsory.
Other non-RoC compliance
Along with the compliances as mentioned above, some of the non-RoC compliances are given below;
- GST submission and payment.
- TCS/TDS payment.
- Other payments with periodic dues.
- Submission of quarterly TDS returns.
- Advance tax payment.
- Submission of IT returns.
- Submission of tax audit reports.
- Tax audit.
Why should a private limited company submit RoC compliance?
For any non-compliance in RoC compliance, the company and officers will be responsible for the penalization for the default period.
Fine will impose daily for the period of default. Additional fees have to pay in case of delay. That is why every company must adhere to RoC requirements.