MCA- Ministry of Corporate Affairs-
The aim of MCA is primary to provide & sustain in the democratic society in India an ethical business culture so as to facilitate world class governance of corporates, to which investors as well as lender can confidently commit their funds, to promote & sustain competition in market, to protect the interest of consumers, and to ensure freedom of trade carried on by other participants in India.
Objectives
1. To provide simplified laws governing the corporate sector & to facilitate corporate growth.
2. To strengthen e-Governance
3. To ensure effective implementation of laws being administered by the Ministry of Corporate Affairs.
4. To ensure 'Protection of Investors & Promotion of Investor education & awareness.
5. To Promote competition
6. To promote capacity building & advisory support to the sector
7. To ensure proactive dissemination of corporate sector statistics
8. To develop & strengthen investigative capabilities of the Serious Fraud Investigation Office (SFIO) & to ensure effective follow up action in case of serious frauds.
ROC- Registrar of Companies-
The RoC or Registrar of Companies is an office under MCA that deals with the administration of the Companies Act, 2013. It is the duty of the RoC to ensure that private limited companies & LLP- Limited Liability Partnership Comply with the statutory requirements of the Act. RoC maintains a registry that records all companies registered with them.
These offices functions as registry of records, relating to the companies registered with them, which are available for inspection by members of public on payment of the prescribed fee. The Central Government exercises administrative control over these offices through the respective regional directors.
Why should Private Limited Company File RoC Compliance?
For any default in RoC compliance, the company & the officers responsible for such non-compliance shall be penalized for the period of default. Fine imposed will be computed daily & for the period for which default continues. Further, in case of delay in filing an additional fees need to be paid.
MANDATORY COMPLIANCES (PVT LTD)
1. Commencement of Business (within 180 days)
For companies register in India having a share capital, is necessary to obtain a commencement if business certificate before commencing any business or exercising the borrowing powers. The certificate must be obtained within 180 days of incorporating a Company.
There is penalty of Rs. 50,000.00 for the company & Rs. 1,000.00 per day for the directors for each day of default.
2. Auditor Appointment (within 30 days)
All registered Indian Companies need to appoint a Statutory Auditor with in 30 days of incorporation. If company fails to appoint an auditor, the company wont be allowed to commence business, also there is a penalty of Rs. 300 per month. The first auditor is to be appointed for 5 years & the appointment must be filed before RoC using form ADT-1. When a new Auditor is appointed by a company within 15 days from the date of the annual general meeting, from ADT-1 is to be filed with the RoC.
3. Income Tax Return & Annual Return
Every company is require to get its accounts audited by an auditor & file Income tax return for every financial year. The company is also required to file its audited financials & director's report with the ROC in Form AOC-4 within 30 days of its Annual General Meeting. Whereas, the company has to file its annual return in form MTG-7 within 60 days of its Annual General Meeting.
Click👉 here for ROC Compliance List
4. Board Meetings
1st Board meeting to be held with in 30 days of its incorporation. For Private Limited Company atleast 2 board meeting should be conducted. 1/3rd of the total directors or a minimum 2 directors, whichever is greater, should be present at the meeting & they should be intimated at least 7 days prior regarding the agenda of meeting. Minutes of the board meeting is to be kept at the registered office of the company.
5. Annual General Meeting.
The 1st AGM of the company must be held with in nine months of the end of other financial year. Thereafter 1 AGM should be held every year & a gap of 15 months should subsist between 2 AGM. The purpose of the AGM is to discuss the financial statements of the company, appointment of an auditor, declaration of dividend, remuneration, etc.
6. Maintenance of Statutory Registers
A company is required to mandatorily maintain various registers like Minutes of Board Meeting, Minutes of AGM, Minutes of debenture holder meetings, Register of charges, Register of Share certificates, register of Members, etc.
EVENT BASED COMPLIANCE (PVT LTD)
There are various compliance & forms which are required to be filed by a private limited company to inform the ROC regarding the changes made within the company.
1. Change in Director
Section= 149 : E- Form = DIR-12 : Company is required to inform the ROC by filing E-Form DIR-12 within 30 days of change in Directorship.
2. Change in Authorized Share Capital
Section= 61 & 64 : E-Form = SH-7 : Company is required to inform the ROC by filing E-Form SH-7 with in 30 days of change in Authorized share capital.
3. Return of Allotment
Section= 62 : E-Form = MGT-14, PAS-3 : Company is required to inform the ROC by filing MGT-14 with in 30 days of passing the special resolution acknowledging the approval granted by shareholders. Further the company is required to filed E-form PAS-3 within 15 days of making the allotment of shares.
4. Creation & Modification of charge
Section= 77 : E-Form = CHG-1 : Company is required to file E-form CHG-1 with in 30 days of creation or modification of charge. The E-form can be filed with maximum 120 days of creation or modification of charge by paying additional fees.
5. Registration of Satisfaction of charge
Section= 82 : E-Form = CHG-4 : Company shall within 30 days of satisfaction of charge file E-Form CHG-4 to inform the ROC of satisfaction of charge.
6. Appointment of Statutory Auditor
Section = 139 : E-Form = ADT-1 : Company is required to file E-form ADT-1 within 15 days of appointment of statutory auditor with the ROC.
7. Resignation of Statutory Auditor
Section= 140 : E-Form = ADT-3 : Company is required to inform the ROC by filing E-Form ADT-3 within 30 days of resignation of auditor.
8. Shifting of registered office within the same city, town or village without change in the jurisdiction of ROC
Section = 12 : E-Form = INC-22 : Company is required to file E-Form INC-22 to inform the ROC of change in registered office of the company.
9. Shifting of registered office outside the same city, town or village with change in the jurisdiction of ROC
Section = 12 & 13 : E-Form = INC-23, INC-28, MGT-14 & INC-22: The company is required to file E-form MGT-14 within 30 days of special resolution. Company is required to apply for approval of RD for shifting of registered office in E-Form 23. The approval order of the RD is required to be filed within 60 days in E-Form INC-28. The company is required to file INC-22 within 30 days of approval or RD.
10. Return in Delay in payments to MSME's
Section = Section 405 : E-Form = Form MSME : A company is required to inform the ROC for delay in payments to MSME's beyond 45 days by filing E-form MSME on a half yearly basis before 30th April & 30th October every year.
11. Return of deposits with the company
Secion = Section 73 : E-Form = DPT- 3 : A company is required to file return of deposits & money not considered as deposits in E-Form DPT-3 with the ROC before 30th June for every financial year ending on 31st March.
12. Filling of Resolutions & Agreements with ROC
Section = Section 117 & 179 : E- Form = MGT - 14 : A company is required to file various resolutions & agreements with the ROC by filing E-Form MGT-14.
13. Additional place other than the registered office where the books of accounts & statutory registers are being kept
Section = Section 128 : E- Form = AOC-5 : A company is required to file E-Form AOC-5 within 7 days of passing the board of resolution to inform the ROC of additional place other than the registered office where the books of accounts & statutory registers are kept.
14. Disclosure of Substantial Beneficial Ownership (SBO)
Section = Section 90 : E-Form = BBN-12 : The company is required to inform the ROC regarding the substantial Beneficial Owners in E-Forms BEN-2
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