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What is ROC Compliance for Private Limited Company?
ROC compliance for Private Limited Companies goes beyond just following the law; it’s about building trust and ensuring long-term success. Under the Companies Act 2013, this involves submitting annual returns, keeping statutory records up-to-date, holding regular board meetings, and maintaining transparency through disclosures. When a company stays on top of these ROC regulations, it showcases its dedication to integrity, accountability, and good governance, creating a solid foundation that boosts investor confidence and supports sustainable growth.
Mandatory Compliances for Private Limited Companies
Board Meetings
Private limited companies must convene regular board meetings to address critical corporate matters and maintain effective governance. These meetings are essential for ensuring proper decision-making, regulatory compliance, and strategic alignment. By regularly convening, boards can set strategic objectives, monitor financial performance, and effectively address operational challenges.
Annual General Meeting
The Annual General Meeting (AGM) is a mandatory legal event where shareholders and directors gather to discuss the company's performance, financial health, and future plans. AGMs are crucial for fostering transparency and accountability, as they provide a platform for shareholders to participate in decision-making and stay informed about the company's operations.
Statement of Interest
Directors of private limited companies must disclose any potential conflicts of interest arising from their involvement in other businesses or transactions that may impact the company. This disclosure ensures transparency, prevents conflicts, and upholds the directors' fiduciary duty to act in the best interests of the company and its shareholders.
Filing of Tax and Annual Returns
Private limited companies are required to file annual income tax returns to comply with tax regulations. Additionally, submitting an annual report to the Registrar of Companies is essential for updating public records regarding the company's financial position, directors, and shareholders.
Statutory Registers
Private limited companies are obligated to maintain various statutory registers, such as member registers, director registers, and charge registers. These records serve as a crucial repository of corporate information, ensuring compliance with legal obligations and promoting transparency and accountability.
Director Identification Numbers (DIN)
Directors are legally obligated to possess a Director Identification Number (DIN). They must subsequently submit Form DIR-3 KYC to the Registrar of Companies (RoC), providing their Know Your Customer (KYC) details for the relevant financial year. Failure to comply with this requirement will result in the deactivation of their DIN and a fine of ₹5,000 for late filing.
Commencement of Business
Private limited companies incorporated after a specified date are required to obtain a Certificate of Commencement of Business (COCB) only once. This COCB serves as an official confirmation of the company's legal existence and commencement of operations.
By adhering to these essential ROC compliances, private limited companies can ensure legal compliance, transparency, and good corporate governance. This fosters trust among stakeholders and maintains the company's operational integrity.
Event-Based Compliances
Event-based compliance is a critical responsibility for private limited companies when specific events occur within the organization. These compliance requirements, triggered by significant changes or occurrences, necessitate the timely submission of relevant information to the Registrar of Companies (ROC) to ensure legal adherence and transparency.
Here are some key event-based compliances and the corresponding forms that private limited companies must file:
Change in Directors
- Requirement: Private limited companies must promptly notify the ROC of any changes in their directorate, including appointments, resignations, or transfers.
- Form: Form DIR-12 is typically used for this purpose.
- Purpose: Ensuring that the company's board information is accurate and up-to-date, complying with legal standards.
Change in Authorized Share Capital
- Requirement: Any alteration to the authorized share capital of a private limited company must be reported to the ROC within 30 days of passing the necessary ordinary resolution.
- Form: Form SH-7 is used for this purpose.
- Purpose: Inform the ROC of the company's updated share capital structure, maintain accurate records, and ensure compliance with legal requirements.
Return of Allotment
- Requirement: When a private limited company issues new shares, it must file a return of allotment with the ROC.
- Form: Form PAS-3 is used for this purpose.
- Purpose: Provide details about the allotment of shares, including the number of shares issued, the names of allottees, and the amount paid up.
Creation and Modification of Charge
- Requirement: Private limited companies must file a form to record the creation or modification of charges on their assets.
- Form: Form CHG-1 is used for this purpose.
- Purpose: Disclosing information about the charge, ensuring transparency, and complying with the Companies Act.
Registration of Satisfaction of Charge
- Requirement: Once a charge on company assets is satisfied or released, the company must file a form to record the satisfaction with the ROC.
- Form: Form CHG-4 is used for this purpose.
- Purpose: Indicating that the charge has been paid off, updating company records, and maintaining legal compliance.
By complying with these event-based compliance requirements, private limited companies can demonstrate their commitment to legal adherence, transparency, and good corporate governance.
Overview of ROC Compliance for Private Limited Companies
ROC compliance for private limited companies involves numerous requirements, making it challenging to keep track of them all. To simplify understanding and ensure accurate compliance, the following table outlines the various forms and their corresponding purposes.
| Compliance | Form | Purpose | Due Date |
|---|---|---|---|
| Incorporation | DIR-12 | Notifying ROC of new director appointment | Within 30 days of appointment |
| Change in Directors | DIR-12 | Notifying ROC of director changes (resignation, transfer) | Within 30 days of change |
| Change in Registered Office | INC-22 | Notifying ROC of change in registered office | Within 30 days of change |
| Increase in Authorized Share Capital | SH-7 | Notifying ROC of increase in authorized share capital | Within 30 days of passing the resolution |
| Decrease in Authorized Share Capital | SH-7 | Notifying ROC of decrease in authorized share capital | Within 30 days of passing the resolution |
| Allotment of Shares | PAS-3 | Notifying ROC of allotment of shares | Within 30 days of allotment |
| Return of Allotment | PAS-3 | Notifying ROC of return of allotment | Within 30 days of allotment |
| Transfer of Shares | SH-7 | Notifying ROC of transfer of shares | Within 60 days of transfer |
| Creation of Charge | CHG-1 | Notifying ROC of creation of charge on company assets | Within 30 days of creation |
| Modification of Charge | CHG-1 | Notifying ROC of modification of charge on company assets | Within 30 days of modification |
| Satisfaction of Charge | CHG-4 | Notifying ROC of satisfaction of charge on company assets | Within 30 days of satisfaction |
| Annual Return | MGT-7A | Filing annual return with ROC | Within 60 days of the last day of the financial year |
| Income Tax Return | ITR | Filing income tax return with the Income Tax Department | As per the Income Tax Act |
| GST Returns | GSTR | Filing GST returns with the GST Department | As per the GST Act |
| Annual General Meeting (AGM) | Minutes of AGM | Filing minutes of AGM with ROC | Within 30 days of AGM |
| Audit Report | Audited Financial Statements | Filing audited financial statements with ROC | Within 30 days of AGM |
| Statement of Account | Statement of Account | Filing statement of account with ROC | Within 30 days of AGM |
| Form DIR-3 KYC | KYC details of directors | Filing KYC details of directors | Before the due date of annual return |
Frequently Asked Questions
Q- How to check ROC compliance?
To check your ROC filing status, log in to the MCA website using your account credentials. Navigate to the "MCA Services" section and select "Company E-Filing." From the dropdown menu, choose "Check ROC Filing Status." Finally, enter the Corporate Identification Number (CIN) or Limited Liability Partnership Identification Number (LLPIN) to view your filing status.
Q- What comes under ROC filing?
ROC filing is a mandatory process for all companies registered under the Companies Act. It involves submitting required documents and financial information to the Registrar of Companies. This ensures that companies comply with all relevant regulations.
Q- Who can file complaint to ROC?
To file a complaint against a company, investors can choose between online and offline methods. Online complaints can be submitted through the PG Portal or MCA21 website. Alternatively, individuals can lodge complaints offline by contacting the MCA headquarters or the relevant Regional Director of Companies (ROC).
