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Expert Guidance on Compliance for Private Limited Companies

Compliance can be complex for Private Limited Companies in India. The Companies Act, 2013 governs director appointments, shareholder meetings, regulatory filings, and other ongoing obligations.

LegallensIndia provides compliance guidance and solutions tailored to startups and established businesses, from registration through recurring statutory requirements.

The team applies its knowledge of Indian business laws and regulations to simplify company compliance.

Compliance for a Private Limited Company

Compliance means adhering to applicable orders, rules, and requirements. A Private Limited Company incorporated in India must comply with the Companies Act, 2013 and its obligations to the Registrar of Companies.

The Act governs the appointment, qualification, remuneration, and retirement of directors and the conduct of Board and shareholder meetings.

ROC compliance is mandatory for every Private Limited Company, irrespective of turnover or capital.

Types of Company Compliance

• ROC compliance: Statutory filings and Companies Act requirements administered through the Registrar of Companies.
• Non-Registrar compliance: Tax, employment, environmental, factory, competition, and other obligations administered outside the ROC.

ROC Compliance Categories

Annual Compliance

Regular yearly filings and disclosures, including annual returns and financial statements.

Event-Based Compliance

Filings triggered by events such as a change in management, share capital, or registered office.

Other Compliance

Director KYC, statutory registers, and other obligations required to maintain the company's legal status.

Annual Compliance for Private Limited Companies

INC-20A: Commencement of Business

The supplied content states that companies incorporated after November 2019 with share capital must file Form INC-20A and obtain the Commencement of Business Certificate within 180 days before starting business or exercising borrowing powers. It states a ₹50,000 company penalty and ₹1,000 per director per day for default.

Auditor Appointment and ADT-1

The first auditor must be appointed within 30 days of incorporation and ratified by shareholders at the first AGM. Form ADT-1 must be filed within 15 days after the AGM.

Board Meetings

The first Board Meeting should occur within 30 days of incorporation. At least four meetings must then be held each year, with no more than 120 days between meetings. Seven days' notice should state the date and purpose, and minutes must be maintained at the registered office.

Annual General Meeting

The first AGM should be held within nine months after the first financial year closes. Later AGMs must be held within six months of each financial year end, with no more than 15 months between two AGMs.

The AGM addresses financial statements, dividends, auditor appointment or reappointment, commission, and director remuneration. It is held during business hours on a non-public holiday at the registered office or within its city, village, or town.

AOC-4: Financial Statements

The company's financial statements must be filed through Form AOC-4 within 30 days after the AGM.

MGT-7: Annual Return

Form MGT-7 must be filed within 60 days after the Annual General Meeting.

DIR-12: Director Changes

Director appointments, resignations, and other directorship changes must be filed through Form DIR-12 within 30 days of the event.

DIR-3 KYC

A director whose DIN was allotted by 31 March and remains approved must submit DIR-3 KYC by 30 September each year. The supplied content states a ₹5,000 penalty for failure to file.

DPT-3: Return of Deposits

Deposits and specified non-deposit receipts must be reported annually through Form DPT-3 by 30 June.

Reports, Registers, and Member Documents

• Directors' Report: An abridged report containing the required information for a small company under Section 134 must be authorised by the Chairperson or at least two directors.
• Statutory records: Companies must maintain registers, Board and AGM minutes, books of account, financial statements, and ROC filing records.
• Document circulation: Approved financial statements and the Directors' and Auditors' Reports must be sent to members at least 21 clear days before the AGM.

Annual Compliance Calendar

Event-Based Compliance

Additional filings arise when specified company events occur:

• Changes in authorised or paid-up share capital.
• Allotment or transfer of shares.
• Loans given to other companies or directors.
• Appointment and remuneration of a managing or whole-time director.
• Opening or closing a bank account or changing its signatories.
• Appointment or change of the statutory auditor.

The relevant forms must be filed within the prescribed periods. Delays can result in additional fees or penalties.

Non-Registrar Compliance

Periodic Tax Payments

• Goods and Services Tax.
• Tax Deducted at Source and Tax Collected at Source.
• Advance tax and Professional Tax.

Periodic Returns

• Monthly, quarterly, or annual GST returns.
• Quarterly TDS returns.
• Income Tax Returns and tax audit reports.
• Half-yearly ESIC returns.
• Provident Fund and Professional Tax returns.

Other Regulatory Reporting

Depending on its activities, the company may also have obligations under the Environment Protection Act, Competition Act, Factory Act, and other applicable laws.

Penalty for Non-Compliance

Breaching Companies Act rules may lead to penalties for the company and its defaulting members. Fines can continue for the duration of the default, and delayed annual filings may attract additional fees.

Streamline Compliance with LegallensIndia

LEDGERS Compliance Platform

The platform helps entrepreneurs manage obligations, track deadlines, and generate compliance reports.

Dedicated Advisor

A dedicated Compliance Manager serves as the company's point of contact for compliance assistance.

Accounting

The Compliance Manager helps maintain accounts and prepare financial statements at the end of each financial year.

Secretarial Services

Support covers Board Meetings, the AGM, minutes, the Directors' Report, and the Annual Report.

MCA Annual Return Filing

The team prepares the necessary documents and files the company's MCA annual return. The supplied content refers to 30 September as the filing date.

Income Tax Return Filing

Every company must file an Income Tax Return irrespective of income, profit, or loss, including a dormant company with no transactions. The Compliance Manager prepares the documents and return..