Annual Compliance(Private Limited Company)

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    Annual Compliance Checklist

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    2 Days

    (from receipt of all documents)

    Mandatory ROC Compliances for a Private Limited Company

    1. Board Meetings: The first Board Meeting of Private Limited Company is required to be held within 30 days of its incorporation. Thereafter, a company is required to hold at least 4 board meetings in a year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. However, One Person Companies, Small Companies, Section 8 Companies and dormant companies are required to hold only one Board meeting in each half calendar year and the gap between such two meetings shall not be less than 90 days. Meeting of the Board of Director can be called by giving a 7 days notice to the Directors. Board meetings can also be convened at a shorter notice. The quorum for a Board Meeting is 1/3rd of total strength OR 2 (Two) Directors, whichever is higher.
    2. Annual General Meeting: Every company other than an OPC is required to hold an Annual General Meeting of its members for a financial year for the purpose of laying down the financials and board report, appointment of auditor, directors appointment etc. The first AGM of the company must be held within nine months of the end other financial year. Whereas the consecutive AGMs must be held within six months of the end of the financial year. However, the maximum gap between two AGMs shall not exceed Fifteen months. Annual General Meeting can be called by giving a 21 days notice to the members. AGMs can also be convened at a shorter notice.
    3. Disclosure of Director’s Interest: All the directors of a company are required to give a notice of Interest in any other entity in Form MBP-1 to the company every year in its first Board Meeting.
    4. Filing of Income Tax and Annual Return:Every company is required to get its accounts audited by an auditor and file its Income Tax return with the Income tax department for every financial year. The company is also required to file its audited financials and Director’s report with the ROC in Form AOC-4 within 30 days of its Annual General Meeting. Whereas, the company has to file its Annual return in form MGT-7 within 60 days of its Annual General Meeting.
    5. Maintenance of Statutory Registers: A company is required to mandatorily maintain various registers like Minutes of Board Meeting, Minutes of AGM, Minutes of debenture holder meetings, Register of Charges, Register of Share Certificates, Register of Members etc.
    6. Filing of Director’s Identification Number (DIN) KYC: Every person who has been allotted a DIN is required to file form DIR-3 KYC with the ROC for submitting his/her KYC details for every Financial Year. A failure to file form DIR-3 KYC will result into deactivation of DIN and a penalty of Rs 5,000/- upon late filing.
    7. Certificate of Commencement of Business: This is a one-time mandatory compliance for all the companies incorporated after November 2018 to file form INC-20A for the Certificate of Commencement of Business within 180 days of incorporation of the company.
    8. Appointment of Auditor and Filing E-form ADT-1
    The first auditor must be appointed within 30 days of incorporation and ratified by the shareholders during the first Annual General Meeting (AGM). Following the AGM, Form ADT-1 confirming the auditor's appointment must be filed with the Registrar of Companies (ROC) within 15 days.
    9. AOC-4: Filing of Financial Statements
    This form is for filing the company's financial statements and must be submitted within 30 days following the Annual General Meeting (AGM).
    10. MGT-7 - Annual Returns
    Form MGT-7 (Annual returns) must be filed within 60 days of the annual general meeting.
    11. DIR-12: Appointment/Resignation of Directors
    This form pertains to changes in the company's directorship, including appointments and resignations, and must be filed within 30 days of such changes.
    12. DIR-3 KYC: Director KYC Submission Directors are required to submit their KYC details through Form DIR-3 by September 30th each year, provided their Director Identification Number (DIN) was allotted by March 31st of that year and the status is 'Approved'. Failure to file DIN eKYC results in a penalty of Rs. 5000.
    13. DPT-3: Return of Deposits
    Companies must use this form to report details of deposits and other non-deposit receipts annually by June 30th.
    14.Directors’ Report
    An abridged version covering all required information for small companies under Section 134 must be prepared. It should be authorized by the Chairperson or at least two directors.

    For ready reference, below is a table summarizing the annual compliances for private limited company and their respective due dates:

    Annual compliances for Private Limited Company
    Due Date
    Commencement of Business Certificate (COB)
    Within 180 days of incorporation
    Appointment of Auditor and Filing E-form ADT-1
    Within 15 days of the AGM
    Holding Board Meetings
    As per the schedule of board meetings
    Conducting the Annual General Meeting (AGM)
    Within 9 months from financial year-end
    INC-20A: Declaration for Commencement of Business
    Within 180 days of incorporation
    AOC-4: Filing of Financial Statements
    Within 30 days of the AGM
    MGT-7A: Annual Returns for Small Companies/OPCs
    Within 60 days of the AGM
    DIR-12: Appointment/Resignation of Directors
    Within 30 days of appointment/resignation
    DIR-3 KYC: Director KYC Submission
    By September 30th each year
    MGT-14: Filing of Board Resolutions
    Within 30 days of passing the resolution
    DPT-3: Return of Deposits
    By June 30th each year
    Directors’ Report
    At least 21 days before the AGM
    Maintenance of Statutory Registers and Books of Accounts
    Throughout the financial year
    Circulation of Financial Statements and Other Relevant Documents
    At least 21 days before the AGM

    Non-compliance Penalty

    Non-compliance with the rules and regulations of the Companies Act in India can result in penalties for the company and its defaulting members. Penalties typically involve fines imposed for the duration of the non-compliance. Additionally, delays in annual filings may incur additional fees. Therefore, companies should fulfil their compliance obligations promptly to avoid penalties and financial repercussions.

    Non-Registrar compliance

    These regulatory obligations do not directly involve the ROC but are essential for lawful business operations. They may be governed by various other regulatory bodies and laws, depending on the nature of the business, its size, and the industry it operates in. These include:
    1. Payment of Periodic Tax Due: Regular payment of Goods and Services Tax (GST) liability, Tax Deducted at Source (TDS), Tax Collected at Source (TCS), Advance Tax, and Professional Tax (PTax).
    2. Filing of Periodic Returns
    3. Monthly/Quarterly/Annual GST Returns
    4. Quarterly TDS Returns
    5. Filing of Income Tax Returns
    6. Filing of Tax Audit Report
    7. Filing of half-yearly Employees' State Insurance Corporation (ESIC) returns
    8. Filing of Provident Fund (PF) returns
    9. Filing of professional tax (PTax) returns

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    FAQs

    The annual general meeting (AGM) is held for the management and the shareholders to interact with each other. The Companies Act,2013 makes it compulsory to hold meetings to discuss the yearly results and appoint auditors.