Post incorporation ROC compliances of Private Limited Company in India

by Abhinav K. Digital Marketing Expert, Freelance

Every year, thousands of Private limited company registration takes place in India. Further, these are registered both as normal private limited company as well as in the form of wholly owned subsidiary of foreign parent company.

In this write up, we would understand various taxation, regulatory and other compliance which needs to be completed post company formation in India.

ROC Compliance:-

1. Appointment of first auditors of the Private Limited company

First auditors of the company shall be appointed within 30 days of private limited company registration in India. This is not applicable in case of Government Company. The first auditor will hold office till end of first annual general meeting.

2. Holding of First Board meeting of the Private Limited company

Every private limited company has to hold first board meeting of its directors within 30 days of company formation in India. Further, atleast 4 board meetings shall be held every year and gap between two board meetings shall not be more than 120 days.

3. Applying for Certificate of Commencement of Business

Within 180 days of private limited company registration, every company shall apply for certificate of commencement of business by filing necessary forms with ROC. This is an acknowledgement of the fact that all the subscribers have contributed towards their share application money.

4. Disclosure of interest of the Director

Every director shall disclose in the first board meeting, his interest in any company or firm or body corporate or association of individuals as prescribed under companies Act. This disclosure needs to be made every year in the first board meeting or as and when there is change in disclosure. Form MBP-1 needs to be filed with ROC for disclosing interest of such directors.

5. Holding of Annual General Meeting of the Company

Post company formation in India, it is mandatory to hold Annual General Meeting every year within end of 6 months from close of financial year. Further, the gap between two AGM shall not be more than 15 months. Also, the first AGM shall be held within 9 months from close of the financial year. The agenda of AGM is normally discussion and adoption of financial statements, appointment or reappointment of statutory auditors, declaration of remuneration and dividend etc.

6. Filing of annual return in form AOC-4 before ROC

Within 30 days of end of AGM, every company is required to file annual ROC return in form AOC-4 along with copies of balance sheet, statement of profit and loss account, notice of AGM, MGT-9 and Director’s report.

7. Filing of annual return in form MGT-7 before ROC

Within 60 days of end of AGM, every company is required to file annual ROC return in form MGT-7. In case of companies having Turnover of Rs 50 crore or more or in case of companies having paid up capital of Rs 10 crore or more, form MGT-7 need to be certified by company secretary in practice in form no. MGT-8.

8. Filing of form DPT-3 before ROC

Every company having outstanding amount or loan as on 31^st March has to file form DPT-3 mentioning details of such outstanding amount. This form needs to be filed even if amount outstanding is falling under definition of deposit or not. Due date of filing is 30^th June.

9. Filing of form MSME (Half yearly) before ROC

Form MSME needs to be filed by every company which has outstanding dues payable to MSME beyond 45 days. This form need to be filed half yearly basis. For first 6 months, due date is 31^st October and for last 6 months, due date is 30^th April.

10. Director KYC by filing form DIR-3KYC

Every director of the company, who has obtained DIN before 31^st March 2020, needs to do director KYC every year by filing form DIR-3KYC. Failure to do so may lead to deactivation of DIN as well as penalty of Rs 5000 for each DIN.

11. Statutory registers and records

Every company is required to maintain statutory registers prescribed under companies act along with minutes of board meetings, minutes of AGM at the registered office of the company.

12. Share certificates

Every company shall issue share certificates to its shareholder within 60 days of company formation in India. Further, whenever additional shares are issued and allotted, share certificates need to be issued within 60 days of such allotment.

13. Subsidiary Company needs to report share subscription money

In case of subsidiary company registration in India, share subscription money received in Indian bank account from foreign shareholders in the form of FDI needs to be reported to RBI by filing form FCGPR etc.