Company Annual Compliance
Includes all mandatory - MGT 7, AOC -4 & ADT - 1
Company Annual Compliances
Annual Compliances for Private Limited Company
All the private limited companies are mandatorily required to gets its accounts audited and require to prepare its financial statements annually. The financial statements of the company once approved by the board of directors and signed by the directors and statutory auditor, are sent to the shareholders as annual report along with notice of annual general meeting. The shareholders of the company approve the financial statements in annual general meeting. After the approval of financial statements and directors’ report, the company is required to file the same to Registrar of companies in form prescribed form. The company is also required to file its annual return in the prescribed form and manner.
Apart from above mentioned forms filing of form DIR-3 KYC / KYC WEB is also mandatory for the directors having valid director identification number (DIN) every year. In case this form is not filed by the individual within the due date, the status of the DIN becomes de-activated due to non-filing of form DIR-3 KYC / KYC Web and the individual becomes liable for payment of late filing fees of Rs. 5,000/- to Registrar of Companies for activating the DIN.
Additionally, the company is also required to file forms DPT-3, half yearly MSME returns, if applicable.
Due Date of filing above mentioned form are as follows:
|Sr. No.||Form||Due date|
|1||AOC-4/AOC-4 CFS/AOC-4 XBRL||Within 30 days from the date of annual general meeting of the company|
|2||MGT-7/MGT-7A||Within 60 days from the date of annual general meeting|
|3||DPT-3||By 30 June of every financial year|
|4||Half yearly MSME Return||By 30 April for the half ended 31 March.|
By 30 October for the half year ended 30 September.
In case the forms are not filed within the due dates then additional ROC fees becomes applicable as specified in the respective sections of the Companies Act, 2013.
If the forms are not filed within due date then the company is required to pay additional fees. In addition to this the company and the officer in default generally directors shall be liable to a penalty as specified in the respective sections of the Companies Act, 2013.
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FAQs on Company Compliance
Yes, all the companies having ROC filing status as “active” required to file forms depends upon the applicability. Certain forms such as AOC-4/AOC-4 XBRL/AOC-4 CFS and MGT-7/MGT-7A are required to be filed annually by the company after its annual general meeting. Other forms such as DPT-3, half yearly MSME returns are also required to be filed with ROC depending upon the applicability.
With effect from the financial year 2020-21, preparation and filing of form MGT-9 is not required. Form MGT-9 was an extract of annual return. In place of this the company is required to upload a copy of annual return on its website and provide web-link of the same in its director’s report.
MCA has given several exemptions to the private limited companies. However the private limited companies are required to do some mandatory compliances, few of them are as follows:
- Appointment of statutory auditor
- Holding of Board Meetings
- Holding of at least one annual general meeting in each year
- Filing of annual filing forms such as AOC-4/AOC-4 CFS/AOC-4 XBRL, MGT-7/MGT-7A, DPT-3, half yearly MSME etc,
The first financial year for the company will start from the date of its incorporation till 31 March. However in case the company is incorporated on or after 01 January then its financial year can end on the coming or next 31 March as per the Companies Act, 2013.
Yes, every individual holding a valid Director Identification Number/Designated Partner Identification Number (DIN/DPIN) is required to file DIR-3 KYC every year before the due date. In case there is no changes in his/her details filed in previously filed form then he/she can file the form DIR-3 KYC WEB. This is required to be file by the individual however, in case not filed then the DIN becomes deactivated and the company will not be able to file any form with deactivated DIN.
The companies other than government and non-banking financial companies having outstanding borrowings, deposits, advances taken from customers for less than 365 days, debentures etc. are required to file the same in form DPT-3. This is an annual return of outstanding borrowings of the company.
Form ADT-1 is filed for intimating the Registrar of Companies the appointment/re-appointment of statutory auditor of the company.
In case the company fails to file the forms within the due date then the company is liable for payment of additional ROC filing fees which varies. In addition to this the company and officer who are in default i.e. directors shall be liable for payment of penalty as specified in the respective sections.
In case the company has not filed accounts to registrar of companies within the due date then the company is liable for payment of additional ROC filing fees of rupees One Hundred per day. In addition to this the company and officer who are in default i.e. directors shall be liable for payment of penalty as specified in the respective sections.
Yes, in case the Registrar of Companies believe that the company is not carrying on any business/not generating revenue for the past two year and has not filed its accounts, then the Registrar of Companies after issuing show cause notice can struck off the name of the company.
In case the company fails to file its financial statements or annual return for a continuous period of three financial years then the director(s) of the company becomes disqualified for a period of 5 years.
Form AOC-4 is an electronic form notified by Ministry of Corporate Affairs for filing of financials statements of the company whereas form MGT-7 is an annual return of the company in which the details such as share capital, board meetings, and members’ details etc are filed.
No, MGT-7 is not mandatory for all the companies it is applicable to other than small company and section 8 Companies. Small companies are required to file form MGT-7A with effect from the financial 2020-21.
The due date for holding annual general meeting is within 6 months after the closure of financial year, except for first annual general meeting. In case of first financial year, a company can held its annual general meeting within 9 months after the closure of financial year.
A company can hold the annual general meeting after due date only after applying for extension of annual general meeting and approval from the Registrar of Company is granted for the same. The Registrar of Company can give maximum 3 months extensions for holding the annual general meeting.
As per the Companies Act, 2013, all the companies are required to maintain the statutory registers. Followings are the some of the register to be maintained by the company and to be kept at its registered office address:
- Register of directors and Key Managerial Personnel and their respective shareholding
- Register of Members
- Register of charges
- Register of Deposit
- Registers of Investments of The Company Not Held in Its Own Name
- Registers of Contracts & Arrangements in Which Directors Are Interested, etc.
In case of board meeting only the board of directors of the company meets to discuss and pass matters related to company business/operation. The resolution passed at the board meeting called “Board Resolution”.
In case of general meeting the shareholders of the company meets to discuss and pass matter related to company business/operation. Board of directors can also be present at this meeting. The resolution passed at the general meeting called “Shareholder Resolution”.
A formal meeting of the shareholders of the company to discuss and passed matters related to company such as approval of annual financial statement of the company, appointment of statutory auditor, declaration and payment of final divided etc is called general meeting.
A formal meeting of the directors of a company to discuss and passed matters related to company is called a Board Meeting. For calling a meeting of the board of directors a formal notice of the meeting along with detailed agenda is required to be send to all the directors of the company.
Agenda is accompanied by the notice of a meeting. Agenda contains the matters to be discussed and approved by the board. It is prepared to help the board of directors in taking decisions.
Minutes are the outcome of a meeting. The matters discussed and approved by the board of director are mentioned in the minutes. In case a matter is discussed and not approved by the board then the same is also recorded in the minutes.
Filing of form “MSME I” is mandatory for all the companies receiving the goods and services from Micro and Small suppliers of goods and services registered under the MSME Act and payment to them is not made with 45 days from the date of receiving the goods and services. The outstanding payment for more than 45 days must be disclosed to the ROC by filing the MSME-I return.
“MSME I” is the form notified by the Ministry of Corporate Affairs for filing of outstanding amount due to Micro and Small suppliers of goods and services registered under the MSME Act.
MSME Form I is a half yearly return. The due for filing of half yearly return for the period from “01 April to 30 September” is 30 October and for the period from “01 October to 31 March” is 30 April of every year.
Yes, all the companies except One Person Company are required to hold one general meeting of the shareholders annually.
In case a company is not able to hold annual general meeting within the due date as specified under the Companies Act, 2013, then the company is required to make an application for compounding of offence.
The basic business discussed and passed at every annual general meeting of a company is approval of financial statements and director report of a company. In addition to this the business such as appointment/reappointment of statutory auditor, directors, key managerial personnel, declaration of final dividend etc, depending upon the situation is also discussed and passed at the annual general meeting of a company.