Compliance with company law is essential for private companies in India to operate effectively
A Private Company in India must aspire to achieve in their efforts to ensure that they are aware of and has taken steps to comply with relevant laws, policies and regulations. Every Private Limited Company is bound to discharge certain mandatory secretarial compliance filings or compliances as may be required by the Registrar of Companies (ROC) within the stipulated timeframe in order to avoid facing penalties. There are several mandatory compliances under the Companies Act 2013 which are required to be reported by filing e-forms available on the Ministry of Corporate Affairs website.
- Appointment of an Auditor - A Company must appoint an auditor in the time span of 30 days from the date of incorporation, who shall be required to finalise the accounts annually. The Auditor may be appointed for a period of five years and the appointment must be filed before RoC under the stipulated format. The ROC is also to be informed in case a new auditor is appointed by a company within 15 days from the date of the annual general meeting.
- Appointment of Company Secretary - Under Section 203 of the Companies Act, 2013, Every listed company and every other Public Company or Private Company having having paid up share capital of Rs. 10 crores or more required to appoint whole time Company Secretary.
- Commencement of Business Certificate - Every Company incorporated in India after November, 2019 is required to obtain a Commencement of Business Certificate within 180 days from the date of incorporation. In case of failure to comply with the same, the Company can attract a penalty of Rs 50,000 and even the Directors of the Company may be held liable for Rs 1000.
- Annual General Meeting – Under Section 96 an Annual General Meeting (AGM) is required to be conducted once a year by a Company which shall be conducted at the registered office of the Company within 6 months from the end of the Financial Year. The time gap between two Annual General Meetings shall not exceed 15 months. The objective of conducting an AGM is to discuss and approve financial statements, appointment of Arbitrator as well as other similar matters. Notice of each AGM is required to be issued in terms of Section 101 of the Companies Act, 2013 and Secretarial Standard – II.
- Board Meeting – Under section 173, first Board Meeting Shall Be Conducted Within 30 Days from the date of incorporation of company. Minimum 4 board meetings to be held every year with not more than 120 day’s gap between 2 consecutive board meetings. In case of small and one-person company, it is sufficient to conduct only 2 board meetings with a minimum gap of 90 days between 2 board meetings.
- Disclosure of Interest by Directors under section 184 - Every director of the company shall disclose the concern or interest in any company or body corporate, firms, or other association of individual in form MBP 1. Such disclosures shall be made by the directors on occurrence of 3 events.
- The first Board Meeting of the Board of Directors in which he participates as a director of the company.
- At the first Board Meeting of every financial year.
- Whenever there is any change in the disclosures already made, then at the first Board Meeting held after such change.
- Annual Filing - Annual Return includes filing of two Forms. First is filing of Financial Statements under FORM AOC 4 and second is filing of Annual Return under FORM MGT 7.
- AOC 4 is to be filed within 30 days from the date on which annual general meeting is held or where no annual general meeting is held than within 30 days from the date on which the annual general meeting should have been held.
- MGT 7 is to be filed within 60 days from the date on which annual general meeting is held or where no annual general meeting is held than within 60 days from the date on which the annual general meeting should have been held.
- Maintenance of Statutory Registers - Maintaining statutory registers, minutes of board meetings, AGM, creditors meeting, debenture holder meetings are mandatory. A Company will maintain all such Registers mandatory under the Companies Act, 2013 including, inter alia, the Register of Director, Register of Charges, Register of Members and Register of Transfer.
In addition to the above-mentioned, a Private Limited Company is also required to adhere to some of non-ROC related compliances, including qua TDS/TCS payment, GST payment and GST filing, advance tax payment, filing of IT returns and tax audit reports.
The Compliances under the Companies Act 2013 are not a one-time thing but a continuous affair. It is an integral part of running the company’s day-to-day affairs, keeping a transparent and open culture and boosting investor’s and stakeholder’s confidence.
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