𝘼𝙣𝙣𝙪𝙖𝙡 𝘾𝙤𝙢𝙥𝙡𝙞𝙖𝙣𝙘𝙚𝙨 𝙛𝙤𝙧 𝙋𝙧𝙞𝙫𝙖𝙩𝙚 𝙇𝙞𝙢𝙞𝙩𝙚𝙙 𝘾𝙤𝙢𝙥𝙖𝙣𝙮?
New startups after registering their company is always concerned about what all compliances they need to follow. In this article we would like to highlight all Annual and other compliances which a private limited company should comply with to ensure 100% compliance and in return which helps them in Due Diligence while raising funds.
What is Annual Compliance?
It means a specific set of Compliance that a company has to fulfill post-incorporation to commence and continue its operations. Under the Companies Act 2013, various compliances must be completed every Year. Failure to comply with such Compliance may result in the Company’s strike-off and its directors’ disqualification.
𝗠𝗮𝗻𝗱𝗮𝘁𝗼𝗿𝘆 𝗖𝗼𝗺𝗽𝗹𝗶𝗮𝗻𝗰𝗲𝘀:
1. AOC-4: MCA form AOC 4 is for filing the company’s financial statement for every financial year with the Registrar of Companies. The company is responsible for duly furnishing the form within 30 days of its Annual General Meeting (Usually by or before 30th October).
2. MGT-7 : MGT-7 is an Annual Return Form that is to be mandatorily filed by all Companies registered in India with the Registrar of Companies (RoC) on the website of the Ministry of Corporate Affairs. This return contains the basic information related to a company such as its shareholders, directors, etc. as on the last day of the financial year i.e. 31st March.
Due date: Within 60 Days from the date of the Annual General Meeting (AGM). (Due date of AGM is 30th September and accordingly if a company holds AGM on 30th September then due date of MGT7 will be 29th November)
3. ADT-1 – Auditors Appointment: Under Section 139 (1) of the new companies act 2013, a company shall communicate to the auditor of its appointment and at the same time, a notice of such appointment has to be filed with the registrar of companies within 15 days of this appointment. As per the rules, such notice regarding the auditor appointment is required to be filled in Form ADT 1 in the MCA portal.
IN CASE OF NEW COMPANY INCORPORATION:- Form ADT-1 is required to be filed within 15 days from the first board meeting of the company which is required to be held within 30 days of incorporation in which auditor is appointed by the board of directors of the company.
4. DIR-3 – Filing of Directors KYC: Every Director who has been allotted DIN on or before the end of the financial year, and whose DIN status is ‘Approved’, would be mandatorily required to file form DIR-3 KYC before 30th September of the immediately next financial year.
5. MBP-1 – Notice of Interest by Director: As per Section 184 (1) of the Companies Act 2013 requires that every director to make disclosure of his interest or concern in any company or firm or body corporate or any association of individuals at the first Board meeting or when there is any change in the interest of Directors. This disclosure is to be made by director through a Notice in form MBP-1.
Form MBP-1 need not be filed anywhere or attached to any form. The details need to be simply entered into the register of contracts maintained in form MBP-1
6. DIR-8 – Intimation by Director : As per Section 164(2) Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Directors of the Company shall intimate to the Board about the Companies in which he is or has been a Director during the last three years disclosing whether he has incurred any disqualification or not under Section 164 Companies Act, 2013 in Form DIR-8. Form DIR-8 shall be submitted by the Director of the Company to the Board at the time of his appointment, reappointment and also at the first Board Meeting of every financial year.
7. Financials statements (B/S, P/L etc.): Every private limited company has to prepare financial statements comprising of Balance Sheet, Profit & loss Account, Cash Flow statement and notes to account, stating the financial position of the company as financial year end. Company should comply with accounting standards while preparing the financial statement and should make true and fair disclosure of its assets, liabilities, income and expenditure.
8. INC-20A: It is also known as Declaration of Commencement of Business. It should be filed by the directors within 180 days from date of incorporation of a company which has share capital.
9. Statutory Audit: A statutory audit is an audit mandated by a Statute that ensures that the accurate and fair view of the book of accounts is presented to the Regulators & the Public. Section 143 of Companies Act, 2013 entails provisions regarding powers and duties of auditors. The statutory auditor shall present a report to the company’s shareholders on the Books of accounts and financial documents examined by him.
10. Filing of Income Tax Return: All Companies registered in India are required to file Income tax return every financial year irrespective of any amount of Profit & Loss. Even dormant companies with no transactions are required to comply with the filling rule every financial year on or before 30th October in Form ITR6.
Besides filing ITR6 companies are also required to obtain tax audit report from a chartered accountant in from 3CA by or before 30th September following the end of financial year.
11. Director’s report: A Director’s Report is a report prepared by the Board of Directors of a company and presented to the shareholders at the Annual General Meeting. The purpose of the Director’s Report is to inform the shareholders about the performance of the company during the financial year and the plans of the company.
The contents of the director’s report are as follows: ·
- A statement about the directors’ responsibilities regarding the financial statements and the report of the auditors
- A statement of the directors’ opinion on the current concern basis of the company
- An overview of the company’s performance and activities during the year
- A description of the principal risks and uncertainties faced by the company
- A review of the company’s financial position and prospects
- A statement of the amount of any remuneration and benefits paid or accrued to the directors during the year
- The names of the directors who served on the board during the year
- Change in share capital
- Particulars of related party transactions in Form AOC-2
- Comments by the board for remarks given by the auditors in audit reports.
12. Return on Foreign Assets & Liabilities: The annual return on Foreign Liabilities and Assets (FLA) is required to be submitted directly by all the Indian companies which have received FDI (foreign direct investment) and/or made FDI abroad (i.e. overseas investment) in the previous year(s) including the current year i.e. who holds foreign Assets or Liabilities in their Balance Sheets. FLA is to be filed by every 15th July.
However, if the accounts are not audited before the due date of submission, then the FLA Return shall be submitted based on unaudited/ provisional accounts and once the accounts are audited, revised FLA Return shall be submitted by 30th September of the same year.
#𝗦𝘁𝗮𝘁𝘂𝘁𝗼𝗿𝘆 𝗥𝗲𝗴𝗶𝘀𝘁𝗲𝗿𝘀 & 𝗠𝗶𝗻𝘂𝘁𝗲𝘀:
1. Minimum of the board meetings
2. Hold an Extra General Meeting (EGM)
3. Annual General Meeting (AGM)
#𝗢𝗽𝗲𝗿𝗮𝘁𝗶𝗼𝗻𝗮𝗹 𝗱𝗮𝘆 𝘁𝗼 𝗱𝗮𝘆 𝗰𝗼𝗺𝗽𝗹𝗶𝗮𝗻𝗰𝗲𝘀:
1. Payment of periodic dues: GST Liability, TDS & TCS mandatory payment
2. Monthly/Quarterly- GST Returns
3. Quarterly-TDS Returns
4. Accounting & Book-keeping
5. ESI – PF Compliances
#𝗘𝘃𝗲𝗻𝘁 𝗯𝗮𝘀𝗲𝗱 𝗰𝗼𝗺𝗽𝗹𝗶𝗮𝗻𝗰𝗲𝘀:
1. DIR-12 for Change in Directors (Section 149) & DIR-9
2. SH-7 for Change in Capital Structure (Section 61, 64)
3. MGT-14, PAS-3 for Return of Allotment of Shares (Section 62)
4. CHG-1 for Creation and Modification of Charge (Section 77)
5. CHG-4 for Registration of satisfaction of charge (Section 82)
6. ADT-1 for Appointment of Statutory Auditor (Section 139)
7. ADT-3 for Resignation of Statutory Auditor (Section 140)
8. INC-22 for Shifting of Registered Office without change in the Jurisdiction of ROC (Section 12)
9. INC-23, INC-28, MGT-14, INC-22 for Shifting of Registered Office with change in the Jurisdiction of 10. ROC (Section 12 & 13)
11. Form MSME for Return for Delay in payments to MSMEs (Section 405)
12. DPT-3 for Return of Deposits with the Company (Section 73)
13. MGT-14 for Filing of Resolutions & Agreements with ROC (Section 117 & 179)
𝘕𝘰𝘵𝘦: 𝘙𝘦𝘧𝘦𝘳 𝘵𝘰 𝘵𝘩𝘦 𝘯𝘰𝘵𝘪𝘧𝘪𝘤𝘢𝘵𝘪𝘰𝘯 𝘥𝘢𝘵𝘦𝘥 05/06/2015 𝘧𝘰𝘳 𝘵𝘩𝘦 𝘦𝘹𝘦𝘮𝘱𝘵𝘪𝘰𝘯 𝘨𝘳𝘢𝘯𝘵𝘦𝘥 𝘵𝘰 𝘱𝘳𝘪𝘷𝘢𝘵𝘦 𝘭𝘪𝘮𝘪𝘵𝘦𝘥 𝘤𝘰𝘮𝘱𝘢𝘯𝘪𝘦𝘴 𝘧𝘰𝘳 𝘧𝘪𝘭𝘪𝘯𝘨 𝘵𝘩𝘦 𝘦-𝘧𝘰𝘳𝘮 𝘔𝘎𝘛-14
14. AOC-5 for Additional place other than the registered office where the books of accounts and statutory registers are being kept (Section 128)
15. BEN-2 for Disclosure of Substantial Beneficial Ownership (SBO) (Section 90)
Failing to comply with these annual compliance requirements can result in penalties & legal liabilities for the company & its directors. Therefore, it is important for a private limited company to ensure timely and accurate compliance with these requirements.
