What is

PVT LTD Compliance?

Since a private limited company is governed by the Companies Act,2013 and Rules made thereunder, which prescribe certain compliances which can be categories as mandatory and some are event based compliances.

Compliances for private limited companies are in place to ensure transparency, accountability, and legal adherence and these are exist for below reasons:

1

Legal and Regulatory Requirements

2

Protection of Stakeholders

3

Financial Reporting and Transparency

4

Corporate Governance

5

Investors confidence

6

Avoiding Penalties and Legal liabilities

List of PVT LTD Compliances

MANDATORY

Below is the list of compliances Mandatory for all Private Limited companies

  • Commencement of Business
  • Issue of Share Certificate
  • Maintaining statutory registers such as the register of members, directors, loans and investments, Deposits, charges, etc.
  • Maintenance of Minutes of the board meetings
  • Appointment of Auditors
  • Annual General Meeting
  • Annual ROC compliances
  • Annual KYC of Directors

List of Pvt LTD Compliances

EVENT BASED

Below is the list of compliances which are based on certain events

  • Changes in Directors
  • Creation, modification and satisfaction of charge on secured borrowings
  • Changes in Registered office
  • Change of Name of the Company
  • Filing of Resolutions
  • Increase in Authorized and Paid Up share capital
  • Return of Deposits
  • MSME return
  • Alteration in MOA or AOA

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ROC Compliances AMC

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  • per annum
  • Mandatory ROC Annual Compliances
  • Statutory Audit
  • Company ITR
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  • KNOW MORE
  • Standard

  • per annum
  • Mandatory ROC Annual Compliances
  • Statutory Audit
  • Company ITR
  • BookKeeping
  • Regular Updates
  • CA/CS Assistance
  • Know More
  • Premium

  • per annum
  • Mandatory ROC Annual Compliances
  • Statutory Audit
  • Company ITR
  • BookKeeping
  • GST Returns
  • PF/ESI Returns
  • Regular Updates
  • CA/CS Assistance

Have A Question?

FREQUENTLY ASKED QUESTIONS (FAQs)

ROC Compliance refer to the regulations that companies in India are required to follow in order to maintain their registration with the Registrar of Companies (ROC). These compliances are designed to ensure that companies are operating in a transparent and compliant manner.

Some of the most important ROC Compliance include:

  • Filing of annual returns: Companies are required to file an annual return in MGT-7 and financial statements in AOC-4 with the ROC within 60 days and 30 days of AGM respectively.
  • Compliance with other matters: Companies are required to comply with a number of regulations under the Companies Act, 2013. These regulations cover a wide range of topics, including the appointment of directors, the maintenance of registers, the conduct of meetings, Auditors appointment and registration of charges.

Compliances for private limited companies are in place to ensure transparency, accountability, and legal adherence and these are exist for below reasons:

  1. Legal and Regulatory Requirements
  2. Protection of Stakeholders
  3. Financial Reporting and Transparency
  4. Corporate Governance
  5. Investors confidence
  6. Avoiding Penalties and Legal liabilities

Below is the List of ROC Compliance applicable to private limited company

  • Filing of Annual returns via Form MGT 7 & Form AOC 4
  • Complying with AGM documentation like notice and minutes
  • Maintenance of Minutes book and Statutory registers
  • Timely issue of Share certificates
  • Yearly Disclosure of Interest by Directors in MBP-1
  • Issue or new Allotment of Shares
  • Change of name and Main objects of the Company
  • Appointment & Resignation of Directors
  • Transfer of Shares
  • Appointment of MD or CEO
  • Change in the Registered Office
  • Change in the Authorized Capital/ Paid-up Capital
  • Charge registration upon taking secured loan
  • Drafting Resolutions for various meetings
  • Changes in DIN

 

According to Section 139(6) of the Companies Act, 2013, the first auditor of a private limited company must be appointed by the Board of Directors within 30 days of its incorporation. If the Board of Directors fails to appoint an auditor within 30 days, an Extraordinary General Meeting (EGM) must be called within 90 days to appoint the first auditor. The first auditor will hold office till the conclusion of the first Annual General Meeting (AGM). The remuneration of the first auditor is to be decided by the Board of Directors as per Section 142(1). The appointment of the first auditor is governed by Section 139(6) which begins with a non-obstante clause and requires the consent and certificate of the auditor and filing of ADT-1 with the Registrar of Companies.

The appointment procedure for an auditor for a private limited company in India is as follows:

  1. Intimation to the proposed auditor(s): The Board of Directors of the company must intimate the proposed auditor(s) about the appointment and also check the eligibility of the auditor. The auditor must be a qualified chartered accountant (CA) or a cost accountant (CMA).
  2. Consent and certificate from auditor: The auditor must give their consent in writing to be appointed as the auditor of the company. The auditor must also submit a certificate of practice to the company.
  3. Recommendation from the Audit Committee: If the company has an Audit Committee, it must recommend the appointment of the auditor to the Board of Directors.
  4. Board meeting: The Board of Directors of the company must pass a resolution appointing the auditor. The resolution must be passed at a meeting of the Board of Directors.
  5. Approval of the auditor: The auditor must approve the appointment in writing.
  6. Filing of Form ADT-1 with the ROC: The company must file Form ADT-1 with the Registrar of Companies (ROC) within 15 days of the appointment of the auditor.

A board meeting is a meeting of the board of directors of a company to discuss and decide on important matters relating to the company. The board of directors is responsible for the overall management of the company, and the board meeting is the forum where they can exercise their authority.

Under the Companies Act 2013, every company is required to hold at least four board meetings in a calendar year. The first board meeting should be held within 30 days of the incorporation of the company. The gap between two consecutive board meetings should not exceed 120 days.

The notice of the board meeting should be given to all the directors at least seven days in advance. The notice should include the agenda of the meeting.

The quorum for a board meeting is the presence of a majority of the total number of directors. If there is no quorum, the meeting cannot be held.

The following are some of the compliances that need to be followed for board meetings under the Companies Act 2013:

  • Notice: All directors must be given notice of the meeting at least seven days in advance. The notice must include the date, time, and location of the meeting, as well as the agenda.
  • Quorum: A quorum is the minimum number of directors that must be present in order for a meeting to be valid. The quorum requirement is typically set at a majority of the total number of directors.
  • Minutes: Minutes must be kept of all board meetings. The minutes must include a record of the discussion that took place, as well as the decisions that were made.
  • Voting: All decisions at a board meeting must be made by a majority vote of the directors present.
  • Recording: The board meeting must be recorded in writing. The recording must include the date, time, and location of the meeting, as well as the names of the directors present and the decisions that were made.
  • Filing: The recording of the board meeting must be filed with the Registrar of Companies (ROC) within 30 days of the meeting.
  1. Register of members (Section – 88) in Form MGT- 01
  2. Register of Debenture holders (Section- 88) in Form MGT- 02
  3. Foreign Register of Members, Debenture holders, other security holders or beneficial owners residing outside India (Section- 88)
  4. Register of significant beneficial owners (Section 90) in Form BEN-3
  5. Register of Renewed and Duplicate Share Certificate (Section – 46) in Form SH-02
  6. Register of Sweat Equity Shares (Section – 54) in Form SH-03
  7. Register of Employee Stock Options (Section- 62) in Form SH-06
  8. Register of Shares or Securities which have been Bought Back (Section- 68) in Form SH-10
  9. Register of Deposits (Section- 74)
  10. Register of Charges (Section- 85) in Form CHG-07
  11. Register of Directors and KMPs (Section- 85)
  12. Register of Loans/Guarantee/Security and Acquisition by Company (Section 186) in Form MBP-2 13. Register of Investments not held in its own name (Section-187) in Form MBP-3
  13. Register of Contracts or Arrangements in which Directors are interested (Section-189) in Form MBP-4

 

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