Registering a private limited company is just the first step; maintaining compliance with the Registrar of Companies (ROC) in India is an ongoing responsibility. Here are the key ROC compliance requirements for a private limited company:

Annual Compliance:

  1. Annual Return (Form MGT-7):

    • File the annual return with the ROC using Form MGT-7. This should be done within 60 days of the Annual General Meeting (AGM) and contain details about the company’s shareholders, directors, and the financial summary.
  2. Financial Statements (Form AOC-4):

    • Submit the company’s financial statements, including the profit and loss account and the balance sheet, using Form AOC-4. This should be done within 30 days of the AGM.

Event-Based Compliance:

  1. Changes in Directors (Form DIR-12):

    • File Form DIR-12 for any changes in the board of directors, such as appointment, resignation, or change in designation. This should be done within 30 days of such changes.
  2. Change in Registered Office (Form INC-22):

    • File Form INC-22 in case of any change in the registered office address. This should be done within 15 days of the change.
  3. Allotment of Shares (Form PAS-3):

    • File Form PAS-3 for the allotment of shares. This should be done within 30 days of the allotment.

Periodic Compliance:

  1. Board Meetings:

    • Hold regular board meetings as per the Companies Act, and maintain minutes of these meetings.
  2. Statutory Audit:

    • Conduct an annual statutory audit of the company’s financial statements.
  3. Income Tax Returns:

    • File the company’s income tax returns annually.

Compliance Certificate:

  1. Obtain Compliance Certificate:
    • Obtain a compliance certificate from a practicing company secretary annually. This certifies that the company has complied with all the necessary provisions of the Companies Act.

Additional Compliance:

  1. ROC Filings:

    • File various forms as required for specific events, such as changes in the company’s capital structure, charge creation/modification, etc.
  2. DIN KYC:

    • Directors should ensure that their Director Identification Number (DIN) KYC is updated annually.
  3. Maintenance of Statutory Registers:

    • Maintain statutory registers such as the register of members, register of charges, etc.

Penalties for Non-Compliance:

  • Non-compliance with ROC requirements may result in penalties, fines, and legal consequences.

  • Directors and officers may face disqualification or other punitive actions.

It’s advisable to consult with a qualified company secretary or legal professional to ensure accurate compliance with all ROC requirements. Rules and regulations may change, so staying informed is crucial for the smooth operation of the private limited company.