ROC Compliance for Private Limited Company

A Private Limited Company is one of the most popular corporate structures for businesses aiming for growth and expansion. To maintain its active status, a Private Limited Company must adhere to various compliances mandated by the Registrar of Companies (ROC) under the Companies Act, 2013. Non-compliance can lead to penalties and, in severe cases, the removal of the company’s name from the ROC register. This blog outlines all the essential ROC compliances for a Private Limited Company.

Types of ROC Compliance

ROC compliance can be broadly classified into two categories:

Mandatory ROC Annual Compliance
Event-Based ROC Compliance

Mandatory ROC Annual Compliance

These are the compliances that every Private Limited Company must follow every year, regardless of its turnover or activity status.

1. Board Meetings

The first Board Meeting must be held within 30 days of incorporation.
A minimum of two Board Meetings must be held each year, with a gap of not more than 120 days between two meetings.
Directors must be informed at least seven days before the meeting.

2. Annual General Meeting (AGM)

The first AGM must be held within nine months from the end of the financial year.
Subsequent AGMs must be held within six months from the end of the financial year.
A maximum gap of 15 months is allowed between two AGMs.

3. Filing of Financial Statements and Annual Returns

Form AOC-4 for financial statements must be filed within 30 days of the AGM.
Form MGT-7 for annual return must be filed within 60 days of the AGM.

4. Declaration of Interest by Directors

Directors must submit Form MBP-1 at the first Board Meeting of each financial year.

5. Maintenance of Statutory Registers

The company must maintain statutory registers like the Register of Members, Directors, and Charges.

6. Director Identification Number (DIN) Compliance

Directors must hold a valid DIN and complete KYC (Form DIR-3 KYC) annually.

7. Commencement of Business

Form INC-20A must be filed within 180 days of incorporation for obtaining the certificate of commencement of business.

Event-Based ROC Compliance

These compliances are triggered by specific events in the company, such as:

1. Changes in Directors

Form DIR-12 must be filed within 30 days of any change in directorship.

2. Changes in Share Capital

Form SH-7 must be filed for changes in authorized share capital.

3. Change in Registered Office

Form INC-22 must be filed for any change in the registered office of the company.

4. Allotment of Shares

Form PAS-3 must be filed within 15 days of share allotment.

5. Modification of Charges

Form CHG-1 must be filed within 30 days of creating or modifying any charge on company assets.

6. Auditor Appointment and Resignation

Form ADT-1 must be filed for the appointment of an auditor within 15 days.

Consequences of Non-Compliance

Failure to comply with ROC requirements can lead to:

Monetary penalties.
Disqualification of directors.
Striking off the company’s name from the ROC register.

Conclusion

Adhering to ROC compliances is crucial for maintaining the legal status of a Private Limited Company. Regular monitoring and timely filing of required forms can prevent penalties and ensure smooth business operations. It is advisable to seek expert assistance for managing ROC compliances efficiently.