company law

Annual Compliance Requirements for Private Limited Companies in India

Annual Compliance Requirements for Private Limited Companies

Annual compliance encompasses the legal and regulatory obligations that a Private Limited Company must fulfill each year. These requirements are defined by the Companies Act, 2013, along with other relevant laws and regulations.

Mandatory Compliance Obligations

  1. ROC Filings:

    • AOC-4 & MGT-7: Annual filing with the Registrar of Companies.

  2. Auditor Matters:

    • ADT-1: Appointment of Auditors.

  3. Director Compliance:

    • DIR-3: Submission of Directors' KYC.
    • MBP-1: Notice of Interest by Directors.
    • DIR-8: Intimation by Directors regarding their disqualifications.

  4. Financial Documentation:

    • Preparation of Financial Statements including Balance Sheet (B/S) and Profit & Loss (P/L) accounts.
    • Conducting a Statutory Audit.

  5. Tax Filings:

    • Filing of Income Tax Returns.
    • Submission of the Annual Report and Directors' Report.
    • Filing returns related to Foreign Assets and Liabilities.

Statutory Registers and Minutes

  • Conduct a minimum of four Board Meetings annually.
  • Hold an Extra General Meeting (EGM) as needed.
  • Organize the Annual General Meeting (AGM).

Operational Day-to-Day Compliance

  • Timely payment of periodic dues including:
    • GST Liabilities.
    • TDS and TCS mandatory payments.
  • Ensure non-Registrar compliance with periodic returns including:
    • Monthly and quarterly GST Returns.
  • Maintain proper Accounting and Bookkeeping.
  • Compliance with Employee State Insurance (ESI) and Provident Fund (PF) regulations.

Event-Based Compliance Requirements

  1. Filing Changes:

    • DIR-12: Report changes in Directors (Section 149).
    • SH-7: Report changes in capital structure (Sections 61, 64).
    • MGT-14 and PAS-3: Return of Allotment (Section 62).

    Note: Private limited companies are exempt from filing e-form MGT-14 as per Notification dated 05/06/2015.

  2. Charge Documentation:

    • CHG-1: Create and modify Charges (Section 82).

  3. Auditor Administration:

    • ADT-1: Appointment of Statutory Auditor (Section 139).
    • ADT-3: Resignation of Statutory Auditor (Section 140).

  4. Office Location Changes:

    • INC-22: Shifting of registered office without change in jurisdiction (Section 12).
    • INC-23, INC-28, MGT-14, INC-22: Shifting of office with change in jurisdiction (Sections 12 & 13).

  5. Other Compliance Forms:

    • Form MSME: Return for delayed payments to MSMEs (Section 405).
    • DPT-3: Return of Deposits with the company (Section 73).
    • MGT-14: Filing of Resolutions & Agreements with ROC (Sections 117 & 179).
    • AOC-5: Additional places for maintaining books of accounts and statutory registers (Section 128).
    • BEN-2: Disclosure of Substantial Beneficial Ownership (SBO) (Section 90).
    • DIR-9: Non-filing consequences (Section 164).

Failure to adhere to these annual compliance requirements can lead to significant penalties and legal liabilities for the company and its directors.