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Company Compliances
Private limited companies in India may encounter a complex challenge when navigating compliance. It is imperative to comply with the exhaustive requirements of the Companies Act 2013, which encompasses director appointments, shareholder meetings, and other regulatory obligations. However, this process can frequently be overwhelming.
That is where Kanoons come in. We offer comprehensive solutions and expert guidance that are customized to the specific requirements of your organization, streamlining the compliance process from registration to ongoing obligations. Our team of specialists is well-versed in the laws and regulations of Indian business, guaranteeing that your organization adheres to the necessary standards. Kanoons is your partner in facilitating compliance, regardless of whether you are a startup or an established enterprise.
Compliance means following through on requests, orders, or rules. It is important for Indian Private Limited Companies to follow the rules set out in the Companies Act 2013, which include their duties to the Registrar of Companies (RoC). Laws like this one control many things, like how directors are chosen, paid, and when they leave, as well as how board and shareholder meetings are run. Every Private Limited Company, no matter how much money it makes or how much cash it has, has to follow the rules set by the Registrar of Companies (RoC).
Together, we can ensure that Company compliance is seamless. Get Started Now!
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Annual Compliances for Private Limited Company
Annual compliance is an essential part of corporate governance for companies registered in India. Important annual compliances include:
INC-20A: Declaration for Commencement of Business
Companies registered in India after November 2019 and with a share capital must obtain a Commencement of Business Certificate before starting any business activities or borrowing. It is important to obtain this certificate within 180 days of incorporation by submitting Form INC-20A.
Not obtaining this certificate can lead to penalties, where the company may face a fine of Rs. 50,000 and Directors may be charged Rs. 1,000 per day for each instance of non-compliance. This highlights the significance of promptly adhering to this regulatory requirement.
Appointment of Auditor and Filing E-form ADT-1
An auditor needs to be appointed within 30 days of incorporation and then approved by the shareholders at the first Annual General Meeting (AGM). After the AGM, it is necessary to file Form ADT-1 with the Registrar of Companies (ROC) within 15 days to confirm the appointment of the auditor.
Board Meetings
The first board meeting should be held within 30 days of incorporation. It is important for companies to conduct a minimum of four board meetings annually, with no more than 120 days between each meeting.
Additionally, it is important to draft and record the discussion from the meeting in the minutes, which should be maintained at the company’s registered office.
It is important to provide a notice at least seven days prior to the meeting, specifying the date and purpose.
Annual General Meeting (AGM)
The first AGM should be conducted within nine months from the closure of the first financial year. It is important to note that the AGM should be conducted annually, within six months of the end of the financial year. This ensures that there is no more than a 15-month gap between two consecutive AGMs.
AGMs are conducted to seek approval for financial statements, declare dividends, appoint or re-appoint auditors, determine commission and remuneration for directors, and more.
The meeting is scheduled during regular business hours on a non-public holiday. This event will take place either at the company’s registration location or in the city, village, or town where the registered office is located.
Annual ROC Filings
Annual accounts and returns must be filed by Private Limited Companies to the companies’ registrar, where they disclose the details of their shareholders, directors, and more.
As part of the annual compliance for a private limited company, it is necessary to file the following forms with the ROC:
- AOC-4: Filing of Financial Statements: It is important to submit this form within 30 days after the Annual General Meeting (AGM) to ensure the company’s financial statements are properly filed.
- MGT-7 Annual Returns: Form MGT-7 (Annual returns) must be filed within 60 days of the annual general meeting.
- 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.
- Director KYC Submission: Directors must submit their KYC details through Form DIR-3 by September 30th annually, as long as their Director Identification Number (DIN) was allotted by March 31st of that year and the status is ‘Approved’. Not filing DIN eKYC will lead to a penalty of Rs. 5000.
- Return of Deposits: It is important for companies to complete this form and submit it by June 30th in order to report the necessary information regarding deposits and non-deposit receipts.
- Directors Report: A condensed version that includes all necessary information for small companies under Section 134 needs to be prepared. Authorization is required from either the Chairperson or a minimum of two directors.
ROC Compliance for Private Limited Company
These are obligations that a company must fulfil in accordance with the regulations set by the Registrar of Companies (ROC) or equivalent authority. They usually require submitting legal documents and following the regulations outlined in the Companies Act.
It is crucial for companies operating in India to ensure strict adherence to ROC compliance. There are different categories for ROC Compliance in a Private Limited company:
- Annual Compliance: These are the standard, yearly filings and disclosures that companies are required to make, which involve submitting annual returns and financial statements.
- Event-Based Compliance: These compliances require attention when certain events take place within the company, such as changes in management, share capital, or registered office.
- Additional compliance requirements: This category encompasses various regulatory obligations that may not fit neatly into annual or event-based categories but are crucial for ensuring the company’s legal standing. These obligations include updates to director KYC information and the upkeep of statutory registers.
Circulation of Financial Statements and Other Relevant Documents
It is important for companies to ensure that they send out the necessary financial statements, along with the reports from the Directors and Auditors, to all members well in advance of the AGM, giving them ample time to review the information.
Here is a table that provides a summary of the annual compliances for private limited companies and the corresponding due dates:
Annual compliances for Private Limited Company | Due Date |
---|---|
Commencement of Business Certificate (COB) | Within 180 days of incorporation |
Appointment of Auditor and Filing E-form ADT-1 | Within 15 days of the AGM |
Holding Board Meetings | As 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 Business | Within 180 days of incorporation |
AOC-4: Filing of Financial Statements | Within 30 days of the AGM |
MGT-7A: Annual Returns for Small Companies/OPCs | Within 60 days of the AGM |
DIR-12: Appointment/Resignation of Directors | Within 30 days of appointment/resignation |
DIR-3 KYC: Director KYC Submission | By September 30th each year |
MGT-14: Filing of Board Resolutions | Within 30 days of passing the resolution |
DPT-3: Return of Deposits | By June 30th each year |
Directors’ Report | At least 21 days before the AGM |
Maintenance of Statutory Registers and Books of Accounts | Throughout the financial year |
Circulation of Financial Statements and Other Relevant Documents | At least 21 days before the AGM |
Compliance Requirements for Private Limited Companies
In addition to the annual filings, there are several other compliance requirements that must be met whenever an event occurs within the company.
Here are some concrete examples of these events:
- 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 a 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
Compliances for Proprietorship
The following are some of the compliances that are applicable for a sole proprietorship:
ITR: For a sole proprietorship, it is important to ensure compliance with various regulations. One such compliance is Income Tax Filing, where the business owner must submit their personal income tax return using form ITR-3 or ITR-4. Additionally, declaring business income is essential, and only forms ITR-3 and ITR-4 allow for this. Therefore, all proprietorships must file form ITR-3 or ITR-4 to adhere to income tax regulations.
GST and TDS: In terms of GST return filing for proprietorships with GST registration, it is imperative to submit returns on a monthly and quarterly basis according to the registration scheme. Furthermore, for proprietorships with employees or exceeding certain purchase thresholds, tax deduction at source is mandatory, necessitating TDS returns to be filed every quarter. It is worth noting that additional compliance requirements may apply to proprietorships depending on their industry and location.
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No Late Fee
It has been observed that numerous small businesses incur significant penalties every year for late filing of various statutory returns to the Government. These penalties are non-tax-deductible and can adversely affect the profitability of these enterprises. At Kanoons, our primary objective is to offer cost-effective services to our clients and assist them in avoiding any late fees. In line with our commitment, we have developed cutting-edge technology that enables businesses to stay ahead of compliance requirements and prevent any penalties. Explore our range of compliance services below to ensure smooth and hassle-free operations.
FAQ
What are the company's filings presently?
As mandated by the Companies Act 2013, company filing entails the submission of a variety of legal forms and documents to the Registrar of Companies (ROC). Common categories of company filings that are required to be submitted to the MCA include the following:
- Annual Returns • Financial Statements • Changes in Directors or Shareholders • Director Identification Number • Company Filings for Approval • Charge Management • Documents of Incorporation • Annual Returns • Financial Statements
Legally, how do I establish a business?
In order to commence operations in India, one must adhere to a multitude of legal obligations. These encompass business registration, the acquisition of requisite licenses and permits, as well as compliance with labor and tax regulations. The following are some of the most important legal prerequisites for establishing a business in India:
- Determine a Business Structure • Register the Business Name • Acquire a Director Identification Number (DIN) • Establish the Business as a Corporation • Obtain PAN and TAN Numbers • Acquire Additional Licenses and Permits • Ensure Compliance with Labor and Tax Laws • Obtain Insurance • Establish a Business Bank Account
- Annual Returns • Financial Statements • Changes in Directors or Shareholders • Director Identification Number • Company Filings for Approval • Charge Management • Documents of Incorporation • Annual Returns • Financial Statements
What compliance requirements does a Private Limited Company have?
Compliance must be maintained by a corporation from the moment it is incorporated. Thirty days are allotted for the appointment of the auditor. Furthermore, it is imperative to complete the annual return filing and income tax filing annually.
Is an audit of a Private Limited Company required?
Statutory audits, as their name implies, are obligatory for all corporations. Annually, the records of accounts of all entities that are not registered under the Companies Act as Private or Public Limited Companies must be audited.
Is a report of audit required for all private limited companies?
Private limited companies are obligated to submit annual accounts and returns to the ROC, which contain information regarding their shareholders and directors.
Define ROC Compliance.
The ROC, which is the officer tasked with overseeing operations and is regulated by the MCA, is responsible for ensuring that Private Limited Companies and LLPs adhere to the statutory obligations of the ACT. The registrar of companies serves as the regulatory authority over the entities that are officially registered with them.
Which document should the Companies Director Report be accompanied by?
An extract of MGT-7 is appended to the company’s director report, to which MGT-9 is appended.
What are the various varieties of compliance?
Compliance primarily manifests in two forms: internal and external. Compliance of both varieties is governed by a set of regulations, practices, and rules.
Consult our article for additional information regarding the various forms of compliance.
What is the company's annual compliance rate?
Annual compliance refers to a distinct set of obligations that a corporation must satisfy after it has incorporated in order to initiate and sustain its business activities. Annually, in accordance with the Companies Act of 2013, numerous compliances must be met.
May I operate a modest company without registering it?
While small businesses are not required to register in India, doing so is advisable in order to secure specific advantages and guarantee adherence to legal requirements. Several unregistered business structures are frequently utilized by minor businesses:
Singular proprietorship
- A firm in partnership
HUF is the Hindu Undivided Family.
Is the designation of the statutory auditor considered part of the annual compliance process?
A statutory auditor may be appointed by a corporation for a term of either five consecutive years or until the adjournment of the subsequent annual general meeting. Consequently, the inclusion of the statutory auditor’s appointment in the annual compliance report is not possible.
Singular proprietorship
- A firm in partnership
HUF is the Hindu Undivided Family.
Is it imperative to carry out the AGM?
Annual general meetings (AGMs) facilitate communication between the company’s management and its shareholders. Monthly meetings are required by the Companies Act of 2013 in order to deliberate on annual results and select auditors.
How should the Company's annual returns be filed?
The entities Act of 1956 mandates that incorporated entities submit the subsequent documents to the ROC: The balance summary is required to be submitted on Form 23AC by all companies. The profit and loss statement is detailed on Form 23ACA, which is required of all businesses.
When is the annual return due following the AGM?
Private limited companies are obligated to submit their annual returns within sixty days subsequent to the annual general meeting (AGM).
Which Form must be submitted in order to appoint the statutory auditor?
Form ADT-1 is submitted in order to nominate or substitute the Statutory Auditor.
Is the annual submission of audited financial statements a requirement for private limited companies?
Audited financial statements have been an essential requirement for all companies since their inception. Filing is restricted to audited financial statements only.
What is the fundamental intent of compliance?
A company’s compliance with internal policies and procedures as well as governmental regulations is its primary objective. Compliance procedure implementation safeguards the organization against reputational harm, enhances its vision and value, and identifies and prevents rule violations.
Click here to discover more about the primary objective of Compliance.