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Expert Guidance on Compliance for Private Limited Companies

Explore all the details you need about Expert Guidance on Compliance for Private Limited Companies, tailored for your needs.

Navigating compliance can be a complex challenge for private limited companies in India. Adhering to the comprehensive requirements of the Companies Act 2013, including director appointments, shareholder meetings, and other regulatory obligations, is crucial but can often seem overwhelming.

At Solocorp, we provide expert guidance and comprehensive solutions tailored to your company's needs. We simplify the compliance process from registration to ongoing obligations, ensuring your company meets all necessary requirements efficiently and effectively.

Our team of specialists is equipped with in-depth knowledge of Indian business laws and regulations. Whether you are a startup or an established enterprise, Solocorp is your trusted partner in simplifying compliance and helping your business thrive.

Compliance for Private Limited Company

Compliance refers to adhering to orders, rules, or requests. For a private limited company incorporated in India, compliance with the Companies Act 2013, which includes obligations to the Registrar of Companies (RoC), is essential.

This legislation governs various aspects, including the appointment, qualification, remuneration, and retirement of directors and the conduct of board and shareholder meetings. Compliance with Registrar of Companies (RoC) regulations is mandatory for every private limited company, regardless of turnover or capital amount.

  • Compliance Related to the Registrar - ROC Compliance: Ensuring adherence to all regulations and filings as required by the Registrar of Companies (RoC).
  • Compliance Beyond the Registrar's Purview - Non-Registrar Compliance: Meeting additional statutory requirements outside the scope of the Registrar, including taxation, labor laws, and environmental compliance.

ROC Compliance for Private Limited Company

As mentioned above, these are obligations that a company must fulfil in accordance with the regulations set by the Registrar of Companies (ROC) or equivalent authority. They typically involve statutory filings and adherence to the Companies Act provisions.

Ensuring adherence to ROC compliance is pivotal for companies operating in India. ROC Compliance for Private Limited Company can be broadly classified into three categories.

Annual Compliance

  • These are the regular, yearly filings and disclosures companies must make, including submitting annual returns and financial statements.

Event-Based Compliance

  • These are specific compliances that need to be addressed as and when certain events occur within the company, such as changes in the company's management, share capital, or registered office.

Other Compliances

  • This category includes a range of other regulatory obligations that might not fall strictly under annual or event-based categories but are essential for maintaining the company's legal status, such as director KYC updates and maintenance of statutory registers.

Annual Compliances for Private Limited Company

Annual compliances are a critical aspect of corporate governance for companies registered in India. They ensure that the company adheres to the regulatory requirements and maintains transparency in its operations.

INC-20A: Declaration for Commencement of Business

  • Companies registered post-November 2019 with share capital must secure a Commencement of Business Certificate before initiating business activities or borrowing. This certificate must be obtained within 180 days of incorporation by filing Form INC-20A.
  • Failure to comply results in penalties, with the company fined Rs. 50,000 and directors Rs. 1,000 per day for each day of non-compliance.

Appointment of Auditor and Filing E-form ADT-1

  • The first auditor must be appointed within 30 days of incorporation and ratified during the first Annual General Meeting (AGM). Form ADT-1 confirming the auditor's appointment must be filed with the ROC within 15 days after the AGM.

Board Meetings

  • The first board meeting must be held within 30 days of incorporation. Companies are required to hold at least four board meetings annually, with an interval of no more than 120 days between two meetings.
  • Meeting discussions must be drafted, recorded in minutes, and maintained at the registered office. A seven-day advance notice is mandatory for each meeting.

Annual General Meeting (AGM)

  • The first AGM should be conducted within nine months of the end of the first financial year. Subsequent AGMs must occur within six months of the financial year's end, ensuring a maximum gap of 15 months between two AGMs.
  • AGMs are held for approving financial statements, declaring dividends, appointing or re-appointing auditors, and discussing directors' remuneration. Meetings must be conducted during business hours, excluding public holidays, at the registered office or within its city, town, or village.

Annual ROC Filings

  • Private Limited Companies must file annual accounts and returns to the Registrar of Companies (ROC), providing details of shareholders, directors, and other relevant information.
  • Forms include:

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).

MGT-7: Annual Returns

  • Form MGT-7 (Annual returns) must be filed within 60 days of the annual general meeting.

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.

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.

DPT-3: Return of Deposits

  • Companies must use this form to report details of deposits and other non-deposit receipts annually by June 30th.

Directors’ Report

  • An abridged version of the directors' report, covering all required information for small companies under Section 134, must be prepared and authorized by the Chairperson or at least two directors.

Maintenance of Statutory Registers and Books of Accounts

  • Companies are required to maintain and regularly update statutory registers and records, including minutes of board meetings and AGMs, books of accounts, and financial statements. These records must be filed with the ROC as part of compliance.

Annual Compliances for Private Limited Company

Companies must send approved financial statements, along with the Directors' and Auditors' reports, to all members at least 21 clear days before the AGM.

Below is a table summarizing the annual compliances for private limited companies and their respective due dates:

Annual Compliances for Private Limited CompanyDue Date
Commencement of Business Certificate (COB)Within 180 days of incorporation
Appointment of Auditor and Filing E-form ADT-1Within 15 days of the AGM
Holding Board MeetingsAs 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 BusinessWithin 180 days of incorporation
AOC-4: Filing of Financial StatementsWithin 30 days of the AGM
MGT-7A: Annual Returns for Small Companies/OPCsWithin 60 days of the AGM
DIR-12: Appointment/Resignation of DirectorsWithin 30 days of appointment/resignation
DIR-3 KYC: Director KYC SubmissionBy September 30th each year
MGT-14: Filing of Board ResolutionsWithin 30 days of passing the resolution
DPT-3: Return of DepositsBy June 30th each year
Directors’ ReportAt least 21 days before the AGM
Maintenance of Statutory Registers and Books of AccountsThroughout the financial year
Circulation of Financial Statements and Other Relevant DocumentsAt least 21 days before the AGM

Event-Based Compliances for Private Limited Company

Besides the annual filings, there are various other compliances that need to be complied with on the occurrence of any event in the company.

It is necessary to file different forms with the registrar for all such events within a specific period. In case of missing out on this, additional fees or penalties might be levied. Hence, it is necessary to meet such compliances on time.

Instances requiring event-based compliances:

  • Change in the authorized capital or the paid-up capital of the company.
  • Allotment of new shares or transfer of new shares.
  • Giving loans to other companies.
  • Giving loans to directors.
  • Appointment of managing or whole-time Director and their payment.
  • When a bank account is opened or closed, or there is a change in the signatories of a bank account.
  • If there is an appointment or change of the statutory auditors of the company.

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.

Obligations under Non-Registrar Compliance:

  • 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).
  • Filing of Periodic Returns:
  • Monthly/Quarterly/Annual GST Returns.
  • Quarterly TDS Returns.
  • Filing of Income Tax Returns.
  • Filing of Tax Audit Report.
  • Filing of half-yearly Employees' State Insurance Corporation (ESIC) returns.
  • Filing of Provident Fund (PF) returns.
  • Filing of professional tax (PTax) returns.
  • Regulatory Assessment and Reporting: Compliance with various regulatory assessments and reporting requirements under different acts of law, such as the Environment Protection Act, Competition Act, and Factory Act.

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.

Streamline Company Compliance with Solocorp

With Solocorp, entrepreneurs can seamlessly complete their company compliance requirements. Here's how we can help:

  • 1

    LEDGERS Compliance Platform

    We offer access to the LEDGERS compliance platform, which is designed to streamline compliance tasks. Entrepreneurs can use this platform to manage their compliance obligations efficiently, track deadlines, generate reports, etc.

  • 2

    Dedicated Advisor

    Your company will be assigned a dedicated Compliance Manager who will be a single point of contact to help you maintain the compliance for your company. You can get in touch with your Compliance Manager at anytime and get assistance on matters related to your Company’s compliance.

  • 3

    Accounting

    All companies are required to maintain accounts and prepare financial statements at the end of each financial year. Our Compliance Manager will help your company maintain accounts and will prepare the financial statement for your business at the end of financial year.

  • 4

    Secretarial Services

    Companies are required to conduct a minimum of four board meetings, an annual general meeting, Directors Report and Annual Report each financial year. Our Compliance Manager will help you prepare minutes of board meetings and create all secretarial reports.

  • 5

    MCA Annual Return Filing

    Annual General Meeting should be held by a company within 6 months from the end of that financial year. And MCA annual return must be filed on or before September 30th. Our Compliance Manager will prepare all the documents and file your company’s MCA annual return.

  • 6

    Income Tax Return Filing

    Income tax return of a company must be filed irrespective of income, profit or loss. Hence, even dormant companies with no transactions are required to file income tax return each year. Our Compliance Manager will prepare all the documents and file your company’s income tax return.

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Startup
Registrations
MCA Services
Recovery of shares
Trademark
Goods & Services Tax
Income Tax
Compliances