Annual Compliance

What is Annual Compliance?

The Companies Act 1956/2013 prescribes certain compliances that are necessary to be complied and submitted to the MCA portal formed and maintained for the purpose at certain times in a year annually.

What are the annual ROC compliance for a Private Limited Company?

Private Limited Companies are required to file its Annual Accounts and Returns disclosing details of its shareholders, directors etc to the Registrar of Companies. Such compliances are required to be made once in a year.

The key components of annual compliances of a private limited company are:

• Filing of DIR- 8. ...

• Filing of MBP-1. ...

• Filing of MGT-7. ...

• Filing of AOC-4. ...

• Preparation & Filing of Financial Statements along with Form AOC-4. ...

• Preparation of Director Report. ...

• Circulation of Financial Statement. ...

• Scheduling of Annual General Meeting

• Appointment of Auditor.

• Filing of Form 20A, declaration of commencement of Business.

• DIR-3eKYC.

• Director Report. S.No- Particulars Due Dates / Description

1 First Board Meeting Holding of first Board meeting of Directors Within 30 days of incorporation of the company.

2 Subsequent Board Meeting Minimum 4 Board Meeting require in a Calendar year and between 2 meetings there should not be gap of 120 days.

For small company- minimum 2 meeting require in half calendar of the year having minimum gap of 90 days.

3 First Annual General Meeting Within a period of Nine months from the date of closing of the first financial year of the Company

4 Subsequent Annual General Meeting Within a period of six months from the date of closing of financial year Not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.

5 Disclosure of Interest by the Director/ Declaration Every Director shall in the first Board meeting of the Board in every financial year disclosure his interest in form MBP-1 and declaration in form DIR-8

6 Appointment of First Auditor Appointment of first auditor in Board meeting within 30 days of incorporation

7 Appointment of Subsequent Auditor Will be appointed for 5 years in AGM Within 15 days from the date of appointment in Annual General Meeting

8 Filing of Form ADT-1 Within 15 days from the date of appointment of Auditor

9 Filing of Financial Statement (AOC-4) Within thirty days of Annual General Meeting

10 Filing of Annual return(MGT-7) Within sixty days of Annual General Meeting

11 Statutory Audit of Accounts By A Charted Accountant

12 Filing of Income Tax return of the Company 30th September of Every Year.

13 Maintenance of Statutory Registers, Minutes books and records All the Companies are advised to maintain few statutory registers in the prescribed format such as register of members, register of charges, register of directors and KMP, register of loan and guarantee etc. Minutes of Board meeting and general meeting, Attendance Register, Books of Accounts etc. are to be maintained

14 Proof of circulation of Notice, Draft and Signed Minutes Should be maintained for a period of three years from the date of meeting

15 Directors KYC* 30th of September

16 E-Form MSME--I Every Company having outstanding payments dues to micro and small enterprises and in case the payment of the same is pending beyond 45 days, then the Company has to furnish details as per the following timeline:

For April to September by 31st October For October to March by 30th April

17 E-Form DPT-3*

All the Company having any outstanding loan/amount as on 31st March of every financial year has to furnish details and bifurcation of such outstanding amount irrespective of the fact whether such amount is falling under the definition of deposit or not by 30th June

18 Form20A within 180 days of Incorporation for declaration by directors that, Subscribers TO MOA has paid Agreed value/subscription money {If Ltd By Shares}

19 Directors Report Preparation of the Directors report will be done with all the information required under Section 134.

20 INC-22 Verification of Regd office within 30 days of INC-11, If company provide only correspondence address. The due date of compliance in respect of DPT-3 and Director KYC Depends on Notification/Circular issued by the MCA time to time.

Filing of DIR- 8

As per Section 164(2) of Company's Act 2013 Every Director of the Company in each Financial Year will file with the Company disclosure and non-disqualification.

Filing of MBP-1

As per Section 184(1) of Company's Act 2013 Every Director of the Company in First Meeting of the Board of Director in each Financial Year will disclose his interest in other entities under (Form MBP-1)

Filing of MGT-7

As per Section 92 of Company Act 2013, Every Company will file its E-form also known as Annual Return within 60 days of holding MGT-7 Annual General Meeting. Annual Return will be for the period 1 st April to 31st March.

Filing of AOC-4

As per Section 137 of Company Act 2013, Every Company is required to file its Balance Sheet along with a statement of Profit and Loss Account and Director Report in this form.

Preparation & Filing of Financial Statements along with Form AOC-4

Balance Sheet, Statement of Profit & Loss Account (Including Consolidated Financial Statement), Directors’ Report, Auditors’ Report, Cash Flow Statement and Notice of AGM.

Preparation of Director Report

As per Section 134 of Company Act 2013, Directors’ Report will be prepared by a mention of all the information required for Small Company.

Circulation of Financial Statement

As per Section 136 of Company Act 2013, Company will send to the members of the Company approved Financial Statement (including consolidated Financial Statement), Cash Flow Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting. (Except in case of AGM is called on Shorter Notice)

Scheduling of Annual General Meeting

As per Section 136 of Company Act 2013, Every Notice of Annual General Meeting will be prepared SS-II as per Section 101 of Companies Act 2013 and Secretarial Standard – II.

Scheduling Board Meetings

As Per Section 173 of Company Act 2013 & Secretarial Standard – I, Every Company shall hold a minimum number of FOUR meetings of its Board of Directors every year in such a manner that maximum gap between two meeting should not be more than 120 (One hundred twenty) days. The company should hold at least 1 (one) Board Meeting every quarter of the calendar year.

Filing of ADT-1

As per Section 139 of Company Act 2013, Every company needs to appoint of Auditor will be appointed for the 5 (Five) years and form ADT-1 will be filed for a 5-years appointment. After that, every year in AGM shareholder will ratify the Auditor but there is no need to file ADT-1.

Preparation & Filing of Annual Return

As per Section 92 of Company Act 2013, Annual Return of Private Company (Except Small Company) should be signed by Company Secretary in Practice.

Penalty as per the provision of Companies Act:

There are various types of Compliances and each varies from each other. For instances Company Laws under Company Act 2013, income tax Act, GST Act, SEBI Act ETC. A company must file its income tax return every financial year along with other mandatory compliances professional Tax, Advance Tax, TDS ETC. apart from it, when turnover of a company exceeds Rs1 crore the company is mandatorily required to file its Tax Audit every financial Year. The Companies Act, 2013 provides for penalty/fine or imprisonment either of the officer in default and/or the company. The Managing Director, Executive Director are the “officer in default”. If there is no executive director, all the directors are treated as “officer in default”. For the procedural lapses such as late filing of forms, additional filing fees are required to be paid. Hence, it is always better to fulfill the compliances on time.

Document Required:

• Incorporation Document

• Audited financial Statement.

• Audit Report

• Board Report

• DSC of Director

• Purchase/ sale Invoices

• Expense invoices

• Copy of deposited TDS Challans

• Copy of TDS Returns(If Any)

• Copy of ESI Returns(If Any)

• Copy of GST Returns(If Any)

• Credit Card Statements, if Expenses are incurred by Partner on behalf of the Firm

• Bank Statement from 1st April to 31st March of the relevant Financial Year for all bank accounts in the name of the Firm

• Any other supporting documents, if required.

SERVICE PROVIDED & PROCESS

• Documentation

• Preparation of books of account

• Preparation of Financial Statement

• Directors Report • Notice of AGM

• Filing of DIN eKYC

• Filing of ROC Return

• Filing of income tax Return

• Board Resolution Report

• Tax Return Preparation

• Justification

• Return Filing

CHOOSE REQUIRED PLAN:

• Basic: Preparation of books of account, Preparation of Financial Statement, Directors Report, Notice of AGM, Filing of DIN eKYC, Filing of ROC Return, Filing of income tax Return, with turn over upto 15 Lakhs. Service Fees- 15899/-

• Standard: Preparation of books of account, Preparation of Financial Statement, Directors Report, Notice of AGM, Filing of DIN eKYC, Filing of ROC Return, Filing of income tax Return, with turn over upto 30 Lakhs. Service Fees- 24899/-

• Ace: Preparation of books of account, Preparation of Financial Statement, Directors Report, Notice of AGM, Filing of DIN eKYC, Filing of ROC Return, Filing of income tax Return, with turn over upto 50 Lakhs. Service Fees- 34899/-

* Prices may differ according to your annual sales/ turnover. You will be intimated about the price applicable to you by our tax experts, during the time of consultancy.

* Price Will be separately charged for Secretarial compliances preparation and preparation of other Statutory Register.

* Statutory Auditor fee is payable directly to the Independent Auditor appointed by the Board of Directors.

Law Compliances will only be responsible for accounting, preparation of financial statements and filing of returns on behalf of the Company. WE'll ASSIST YOU IN THE WAY:

 

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Frequently Asked Question (FAQ’S)-

What if Director of a company does not comply with the Statutory Compliances?

If a director fails to comply with the statutory compliances straight for 3 years he/she shall be barred from being a director in any other company.

What are the documents needs to maintain by the Private Limited Company?

As a part of statutory compliance It is mandatory to prepare 1) Statutory Registers 2) Minutes Book 3) Books of Accounts 4) Financial Statements 5) Register of Directors Attendance at Board/Committee Meetings.

What are the Compliances with respect to Statutory Meetings?

One Annual General Meeting should necessarily be held in one calendar year & maximum gap cannot more than 15 months between 2 AGMs Holding Board Meeting: First meeting within 30 days of incorporation. A Minimum of 2 meetings, one in each half calendar year. A minimum gap of 90 days is required between 2 meetings (ignore if more than 2 meetings held during the year).

What are the compliances in respect to income Tax?

Following are the income tax compliances for a company

• Calculation and Quarterly Payment of Advance Tax

• Filing of Income Tax Returns (Tax will be payable at a flat rate of 30% plus Education Cess)

• Tax Audit: Mandatory in case sales, turnover or gross receipts of a business exceed Rs. 1 Crore in the previous year relevant to the assessment year.

• Filing of Tax Audit Report. What could be the other Compliances for private limited Company apart from Statutory Compliances? Apart from statutory compliances there could be following event based compliances:

• Change in Authorized or Paid-up Share Capital of the Company.

• Allotment of new shares Transfer of shares

• Appointment or Change of Directors.

• Appointment or Change of Auditors.

• Loans are given to other Companies.

• Loans to Directors (only if the company complies with Section 185)

• Opening or closing of bank accounts or change in authorized signatories.

• Creation or satisfaction of Charges.

What are the consequenses for not complying with the Statutory compliances, rules, guidelines and Procedures?

If a Company fails to comply with the rules and regulations of the Companies Act, then the Company and every officer who is in default shall be punishable with fine for the period for which default continues. If there is a delay in any filing, then additional fees are required to be paid, which keeps on increasing as the time period of non-compliance increases. It should be noted that some of the Annual Filing Forms can also be revised but the fees for subsequently revised filing shall be charged, assuming it as a new filing.

What is Form AOC-4?

It is mandatory for a company to file its Financial statements with MCA every year using the Form AOC-4. Along with this form, other documents such as Board’s report, Auditor’ report, Statement of subsidiaries in Form AOC-1, details of CSR policy etc also have to be filed. Form AOC-4 has to be filed 30 days from the annual general meeting, that is on or before October 30th every year. In case the annual general meeting is not held, the financial statements along with all the relevant documents and the reasons for not holding and annual general meeting have to be submitted to the Registrar within 30 days of the last date before which the annual general meeting was supposed to be held.

What are the compliances regarding the Board Meetings?

A private limited company should hold atleast four board meetings in a year and atleast one board meeting every quarter. The directors should be present for the meeting. A minimum of 1/3rd or 2 directors (whichever is greater) form the quorum for a board meeting. The minutes of meeting have to be maintained at the Registered Office.

What are the compliances regarding holding an annual general meeting?

A private limited company should hold atleast one board meetings every year and atleast one board meeting every quarter. The primary agenda of this meeting includes appointment of auditors, approval of financial statements, declaration of dividends etc. The AGM is to be held in the same city as the registered office of the company.

What is AGM?

This is a shareholders meeting that needs to be held every year. Approval of financial statements, declaration of dividends, appointment of auditors, etc. is the primary agenda for this meeting. AGM needs to be held in the city where the registered office of the company is situated.

What is Form RD-1?

Form for filing application to Regional Director.

What is GNL-1?

it is a Form for filing an application with Registrar of Companies. ***