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Company Compliance

Navigating compliance can be tough for private limited companies in India, with the Companies Act 2013 covering everything from director appointments to shareholder meetings. But Vyapaar Registration is here to help! We make the process easy with expert guidance and tailored solutions to fit your company's needs. Our team knows Indian business laws inside out, ensuring your company stays compliant, whether you're just starting or have been around for a while.

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Company Compliance

Compliance means following rules and regulations. For a private limited company in India, it's important to comply with the Companies Act 2013, which includes fulfilling obligations to the Registrar of Companies (RoC). This law covers key areas like appointing directors, their qualifications, pay, retirement, and conducting meetings. All private limited companies must comply with RoC rules, no matter their size or capital.
RoC Compliance – Adhering to regulations set by the Registrar of Companies.
Non-RoC Compliance – Other compliance requirements beyond the Registrar’s scope.

ROC Compliance for Private Limited Companies

To stay compliant with Indian regulations, private limited companies must follow the rules set by the Registrar of
Companies (RoC). These include regular filings and keeping up with the provisions of the Companies Act.
Here’s an overview of ROC Compliance for private limited companies:

  • Yearly Compliance Requirements

These include mandatory filings every year, like submitting annual returns and financial statements.

  • Event-Specific Compliance

These are compliance actions that need to be taken when certain changes happen within the company, such as management changes, changes in share capital, or updating the registered office.

  • Ongoing Compliance Needs

This includes other regulatory obligations that might not fall under yearly or event-based filings, like updating director KYC and keeping statutory registers up to date.

Annual Compliance for Private Limited Companies

Annual compliance is an essential part of corporate governance for companies registered in India. Here's a simplified
breakdown of key annual compliance requirements:

  • ✔ Commencement of Business (INC-20A)

Companies registered after November 2019 must get a Commencement of Business Certificate within 180 days of incorporation before starting any business activities. Failure to do so leads to penalties.

  • ✔ Appointment of Auditor (ADT-1)

A company must appoint its first auditor within 30 days of incorporation. The appointment should be confirmed at the first AGM, and Form ADT-1 must be filed with the ROC within 15 days after that.

  • ✔ Board Meetings

The first board meeting should be held within 30 days of incorporation. After that, a minimum of four board meetings must be held annually, with no gap of more than 120 days between two meetings. Minutes of these meetings must be recorded.

  • ✔ Annual General Meeting (AGM)

The first AGM must be held within 9 months of the first financial year. Afterward, AGMs must be held every year within 6 months from the end of the financial year, ensuring the gap between two AGMs is no longer than 15 months.

  • ✔ Directors' Report

Regular businesses A report summarizing important information, which should be signed by the Chairperson or two directors. registered under GST need to file GSTR-9.

  • ✔ Statutory Registers and Books of Accounts

Companies must maintain and update registers like minutes of board meetings and AGMs, financial records, and other essential documents.

Comprehensive table for compliance requirements

Here’s a consolidated table summarizing the compliance requirements for private limited companies in India, along with their due dates, events, and penalties for non-compliance:

Compliance Requirement Due Date Event/Action Penalty for Non-Compliance
Commencement of Business Certificate (COB) Within 180 days of incorporation Before starting business activities Penalty of ₹50,000 + ₹1,000 per day for directors' non-compliance
Appointment of Auditor & Filing E-form ADT-1 Within 15 days after the AGM Appoint first auditor post-AGM Fine of ₹500 per day after the due date
Holding Board Meetings As per scheduled dates Minimum 4 board meetings annually Penalty for non-compliance can lead to fines or legal consequences
Annual General Meeting (AGM) Within 9 months from the financial year-end For approval of financials and key company matters Penalty of ₹1,00,000 and additional fines for late filing
INC-20A: Declaration for Commencement of Business Within 180 days of incorporation For companies with share capital (post-Nov 2019) Penalty of ₹50,000 + ₹1,000 per day for non-compliance
AOC-4: Filing of Financial Statements Within 30 days after the AGM File financial statements after AGM ₹100,000 fine and additional penalties for continued non-compliance
MGT-7A: Annual Returns for Small Companies/OPCs Within 60 days of the AGM File annual returns for small companies ₹100,000 fine and additional penalties for continued non-compliance
DIR-12: Appointment/Resignation of Directors Within 30 days of appointment/resignation Report any changes in directorship ₹50,000 fine + ₹1,000 per day for delayed filing
DIR-3 KYC: Director KYC Submission By September 30th every year Directors must submit KYC details annually ₹5,000 penalty for non-compliance
MGT-14: Filing of Board Resolutions Within 30 days of passing the resolution Report any board resolutions ₹100,000 penalty + potential legal consequences
DPT-3: Return of Deposits By June 30th each year Report deposits and non-deposit receipts annually ₹50,000 penalty and further fines for continuous non-compliance
Directors' Report At least 21 days before the AGM Share the Director's report with members Failure to circulate results in a penalty up to ₹50,000
Maintenance of Statutory Registers and Books of Accounts Throughout the financial year Maintain registers like board meeting minutes, accounts, etc. Fine and penalties for failing to maintain and update required records
Circulation of Financial Statements At least 21 days before the AGM Share approved financial statements with members Fine for failing to circulate the documents on time

Non-Registrar Compliance for Businesses

Apart from the regulations set by the Registrar of Companies (ROC), businesses also need to follow several other rules to ensure smooth and legal operations. These regulations are governed by different authorities and vary based on the industry and size of the company. Some of the key non-ROC compliances include:

  • Regular Tax Payments

Businesses must regularly pay taxes such as:
o Goods and Services Tax (GST)
o Tax Deducted at Source (TDS)
o Tax Collected at Source (TCS)
o Advance Tax
o Professional Tax (PTax)

  • Filing Periodic Tax Returns

Companies need to file various returns at different times, such as:
o Monthly/Quarterly/Annual GST Returns
o Quarterly TDS Returns
o Annual Income Tax Returns
o Tax Audit Report
o Half-yearly Employees’ State Insurance Corporation (ESIC) Returns
o Provident Fund (PF) Returns
o Professional Tax (PTax) Returns

  • Compliance with Other Regulatory Laws

Companies must also comply with additional regulations based on their business nature, including:
o Environment Protection Act
o Competition Act
o Factory Act

Event-Based Compliance

Event Required Action/Compliance Due Date Penalty for Non-Compliance
Change in authorized or paid-up capital File relevant forms with ROC As per the event Fine for late filing, additional penalty charges
Allotment of new shares or share transfer Notify ROC about allotment or transfer of shares As per the event Penalty for failure to file within prescribed timelines
Giving loans to other companies or directors File appropriate forms with ROC As per the event Penalty for non-compliance with loan-related filings
Appointment of Managing/Whole-time Director File forms related to director appointment As per the event Penalty for failing to report within the due time
Changes in bank account or signatories Inform ROC and file relevant forms As per the event Penalty for delayed reporting
Change of Statutory Auditor File necessary forms with ROC As per the event Fine of ₹50,000 and additional penalties for delayed filing

FAQ

-Missing deadlines can lead to penalties, which increase with the delay. Repeated delays may result in legal consequences.

-Yes, an AGM is required every year. The first AGM should be within 9 months of incorporation, and subsequent ones within 6 months of the financial year-end.

-Yes, you can, but you must file the necessary forms (like DIR-12) within 30 days to notify the ROC.

-Yes, appoint an auditor within 30 days of incorporation and ratify them at the first AGM.

-Even if inactive, you must file annual returns and financial statements to remain compliant.

-You must file AOC-4 (financials), MGT-7 (annual returns), and DIR-3 KYC (director details).

-File on time, hold required meetings, appoint professionals, and maintain accurate records.

-A penalty of ₹5,000 per director is charged if DIR-3 KYC is missed by September 30th.

-Update when there are changes like new directors, shareholding, or office address, within 30 days.

-Penalties can reach ₹100,000, plus daily fines for continued delay in filing AOC-4.

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