ROC filing services in Madhapur

Annual Compliance for Private Limited Company:

A Private Limited Company is a distinct legal entity, required to maintain its active status by regular filings with the Ministry of Corporate Affairs (MCA). Annual return and audited financial statements must be filed every financial year—regardless of turnover or business activity.

Mandatory Annual Compliances:

First Board Meeting: Must be held within 30 days of incorporation. Notice to be sent to all directors at least 7 days in advance.

Subsequent Board Meetings: Minimum of four meetings in a year with a gap of no more than 120 days between two meetings.

Disclosure of Interest by Directors: Directors must disclose interest in Form MBP-1 at the first board meeting or when any change occurs.

Appointment of First Auditor: Within 30 days of incorporation by the Board; no need to file ADT-1.

Appointment of Subsequent Auditor: Appointed in the first AGM to hold office till the sixth AGM; Form ADT-1 must be filed within 15 days of appointment.

Annual General Meeting (AGM): Must be held on or before 30th September each year (not on a public holiday) at the registered office.

Annual Return (Form MGT-7): To be filed within 60 days from the date of AGM, covering the financial year from 1st April to 31st March.

Financial Statements (Form AOC-4): To be filed within 30 days from the date of AGM including Balance Sheet, P&L, and Director’s Report.

Statutory Audit: Accounts must be audited by a Chartered Accountant annually, and audit report must be filed with MCA.

Event-Based Compliances:

Triggered upon specific events like changes in company structure or management. Timely filing avoids penalties:

Change in Registered Office: Form INC-22 within 15 days

Change in Directors or KMP: Form DIR-12 within 30 days

Increase in Authorized Share Capital: Form SH-7 within 30 days

Filing of Resolutions/Agreements: Form MGT-14 within 30 days

Allotment of Shares: Form PAS-3 within 15 days of allotment

Creation/Modification of Charges: Form CHG-1 within 30 days

Director KYC: Form DIR-3 KYC on or before 30th April each year

Commencement of Business: Form INC-20A within 180 days of incorporation (for companies registered after Nov 2, 2018)

Consequences of Non-Compliance:

Failure to comply results in financial penalties and possible disqualification of directors. Late fees start at ₹100 per day of delay. Continued default may lead to company being marked as “defunct.”

Benefits of Annual Compliance:

Builds Credibility: Updated records on MCA portal enhance reliability in tenders, loans, or business opportunities.

Attracts Investors: Regular filings make financial records transparent, which is favorable for potential investors.

Prevents Legal Actions: Helps maintain active status and avoid penal actions from MCA.

Checklist for Private Limited Startups:

Monthly/Quarterly GST Returns

Quarterly TDS Returns

Advance Tax Payments

Annual Income Tax Returns (Flat 30% + cess)

Tax Audit Filing

Compliance with industry-specific laws (e.g., Factory Act, Money Laundering Act)

Documents Required:

Certificate of Incorporation, PAN

Memorandum & Articles of Association (MoA/AoA)

Audited Financial Statements

Audit Report & Board Report

Digital Signature Certificate (DSC) of Director

Note: Operating a private limited company demands not only technical expertise but consistent financial and administrative discipline to stay compliant and safeguard your business continuity.

Annual Compliance of LLP

A Limited Liability Partnership (LLP), ROC filing services in Madhapur is a separate legal entity registered under the Ministry of Corporate Affairs (MCA). It is the responsibility of the designated partners to maintain proper books of accounts and file annual returns every financial year. LLPs are not required to audit their books unless the annual turnover exceeds INR 40 lakhs or capital contribution exceeds INR 25 lakhs, simplifying the filing process for many.

Overview: What is an LLP?

An LLP is a legal entity with at least two partners, one of whom must be an Indian resident. LLPs have fewer compliance requirements compared to private limited companies, but non-compliance penalties are significant, reaching up to INR 5 lakhs.

Annual Filing Requirements

Statement of Account & Solvency – Must be filed within 30 days from the end of 6 months of the financial year (i.e., by October 30).

Annual Return (Form 11) – Must be filed within 60 days from the end of the financial year (i.e., by May 30), regardless of business activity.

Benefits of LLP Compliance

LLPs are legal entities that can sue and be sued.

Partners enjoy limited liability and are not liable for each other’s misconduct.

LLPs can have unlimited partners post-registration.

Separate legal existence and asset ownership from the promoters.

LLPs can raise capital through partners, banks, and NBFCs.

Checklist for Annual Compliance Filing

Annual returns must be filed with the Registrar of Companies (ROC).

Form 11 must be submitted by May 30 every year.

Compliance is mandatory even if the LLP has not commenced business or holds a business account.

Documents Required for Annual Compliance

PAN Card and Certificate of Incorporation of the LLP

LLP Agreement including any supplementary agreements

Financial Statements signed by the Designated Partners

Digital Signature Certificate (DSC) of all Designated Partners

LLPIN and Name of the LLP

Registered Office Address proof

Nature of Business and classification

Details of Partners and Contributions

Disclosures of Penalties or Offenses (if any)

Details of Directorships held by partners in other companies or LLPs

Important Dates

Statement of Account & Solvency – October 30 (each financial year)

Annual Return Filing – May 30 (each financial year)

Nidhi Company Compliance

Like every company, a Nidhi Company must also follow specific annual compliances as per the Nidhi Rules, 2014 and the Companies Act, 2013. These compliances are essential to ensure lawful operations and safeguard stakeholders’ interests.

What is a Nidhi Company?

As per Section 406(1) of the Companies Act, 2013, a Nidhi Company is incorporated with the objective of cultivating the habit of thrift and savings among its members and carrying out lending and deposit activities exclusively with its members. It is a type of NBFC but exempt from RBI registration.

Benefits of Registering a Nidhi Company

Easy Formation: Requires only 7 members (3 directors) with minimal documentation.

Cost-Effective: Minimum capital requirement is ₹5 lakhs, which can be invested within 2 months.

No RBI Approval Needed: Governed by Nidhi Rules, 2014 instead of RBI.

Low Risk: Activities limited to members, reducing default risk.

Encourages Savings: Promotes saving habits among members with long-term financial security.

Pre-Incorporation Compliances

Minimum 7 members and 3 directors required.

Initial capital of ₹5 lakhs is mandatory.

Company name must include “Nidhi Limited”.

Minors, trusts, or corporate bodies cannot be members.

Cannot accept deposits exceeding 20% of Net Owned Funds.

Branches not allowed if the company does not earn profit for 3 consecutive financial years.

Interest on loans must not exceed 7.5% above the highest interest rate on deposits.

Post-Incorporation Compliances

At least 200 members within one year of incorporation.

Net Owned Funds (NOF) should be ₹10 lakhs or more.

NOF to deposit ratio should not exceed 1:20.

Minimum 10% of outstanding deposits must be maintained as unencumbered term deposits.

Maintain statutory registers and books of accounts.

Conduct regular statutory meetings.

Annual Compliances for Nidhi Company

Annual compliances are crucial for transparency and credibility. Nidhi Companies must ensure timely filing to stay compliant with applicable laws.

Form NDH-1: Details of members and deposits. File within 90 days from the close of the first or second financial year.

Form NDH-2: Request for extension if:

– Fails to add 200 members within a year

– Fails to maintain 1:20 NOF-to-deposit ratio

Submit to Regional Director within 30 days of application.

Form NDH-3: Half-yearly return containing details of members, loans, and deposits.

AOC-4: Filing financial statements annually.

MGT-7: Annual return of the company.

Income Tax Returns: File yearly before the due date.

Importance of Compliance

Compliance builds trust among members, avoids legal penalties, and ensures smooth functioning. Non-compliance may lead to penalties or the company being struck off from the register.

Proprietorship Registration

A Sole Proprietorship is the simplest form of business entity owned and managed by a single individual. It is ideal for small businesses and freelancers. Proprietorships do not have a separate legal identity from their owner and are not governed by any specific legislation but require certain registrations to operate legally. While ROC compliance is not mandatory for proprietorships, our ROC filing services in Madhapur can support businesses transitioning to more structured entities like Private Limited Companies or LLPs.

Who Can Register a Sole Proprietorship?

Any individual planning to start a business on their own can register as a sole proprietor. There is no formal registration required under a central authority, but the business must obtain necessary licenses and registrations based on its activities.

• No separate business PAN—business is taxed as individual income.

• Easy to establish with minimal compliance requirements.

Benefits of Sole Proprietorship Registration

Registering a sole proprietorship gives the business a legal standing and access to benefits such as opening a business bank account, applying for loans, and obtaining GST registration or shop licenses.

How to Register a Sole Proprietorship?

• Choose a unique business name.

• Obtain a PAN card for the proprietor (individual).

• Open a current bank account in the business name.

• Register under GST if applicable (mandatory if turnover exceeds limits).

• Get Shop and Establishment License (if applicable in your state).

• Apply for other applicable licenses depending on business type (FSSAI, MSME, etc.).

Documents Required

• Identity Proof: Aadhaar card, PAN card of proprietor

• Address Proof: Passport, utility bill, or driver’s license

• Business Address Proof: Rent agreement or utility bill with NOC from owner

• Bank Account Proof: Cancelled cheque or passbook

Tax Compliance for Proprietorships

Proprietors must file income tax returns as individuals under the applicable tax slabs. If turnover exceeds ₹1 crore (or ₹50 lakh for professionals), tax audit requirements apply.

Key Points to Note

• No separate legal entity—owner is personally liable for all debts and liabilities.

• Suitable for small businesses or solo entrepreneurs starting out.

• Limited access to funding compared to other business structures.

• Easy to register and operate with fewer compliance requirements.

Closure of LLP

Limited Liability Partnership (LLP) can be closed if it has not commenced any business or ceased operations for at least one year. The Ministry of Corporate Affairs introduced LLP Form 24 under the amended LLP Rules, 2009, to simplify the closure process.

Eligibility Criteria for LLP Closure

• The LLP has not carried out any business since incorporation or has ceased operations for over a year.

• All Form 8 and Form 11 filings are completed up to the relevant financial year.

• No outstanding debts or liabilities exist.

• Bank account, if any, must be closed and a closure certificate obtained.

• Income Tax Returns for the last financial year are filed.

Documents Required for Closure

• Statement of account showing

Revival of Struck Off Companies

Following the provisions of Section 248(1) of the Companies Act, 2013, the Registrar of Companies (ROC) struck off many companies during the fiscal year 2017-18 and again launched a second drive in August 2018 to strike off lakhs of companies. Striking off means temporary closure of companies as an alternative to winding up, allowing revival for up to twenty years from the date of strike off.

Who can appeal to Tribunal for revival if ROC struck off the Company?

Any person aggrieved by the ROC’s order can file an appeal within three years of the order. This includes the company’s directors, creditors, members, or workmen. In cases of voluntary strike off, appeals can be made within twenty years from the date of publication of the strike off notice in the Official Gazette.

Grounds on which ROC can strike off companies

• Failure to carry on business within one year of incorporation.

• Non-filing of financial statements and annual returns (e-Forms AOC-4 and MGT-7) for two consecutive financial years.

• Non-payment of subscription money by subscribers to the memorandum and failure to file a declaration within 180 days (e-Form 20A).

• Physical verification revealing the company is not carrying on business.

Grounds for Revival

• Company owns immovable property.

• Company is compliant with other statutory requirements like GST, Income Tax, Provident Fund, etc.

• Evidence of ongoing transactions in company bank accounts.

• Company renewing necessary licenses such as FSSAI or Excise licenses.

• Any other documents proving the company is active and revival is in public interest.

Why revive struck off Companies immediately? Benefits under Companies Fresh Start Scheme-2020 (CFSS-2020)

• Creditors can initiate action to recover dues with interest.

• Liabilities and obligations of the company and its directors continue even after striking off.

• Directors may face disqualification for non-filing of returns for three consecutive years.

• Prosecution for non-compliance may be recommended by ROC.

• Disqualification period may extend to five years affecting appointment as director in other companies.

• Nominal fees apply for filing overdue returns under the scheme, avoiding heavy penalties.

• Prosecution proceedings may be withdrawn if scheme conditions are met in time.

Documents required to prove company was in operation

• Up-to-date bank statements.

• Signed balance sheets.

• Minutes of AGM or Board meetings.

• ITR, TDS, Gratuity, PF payment acknowledgments.

• Sales bills/invoices.

• Other government documents as evidence of ongoing operations.

• Affidavit verifying the petition (Form NCLT 6).

• Order passed by ROC for striking off.

• Certificate of Incorporation, Memorandum of Association and Articles of Association.

• Audited financial statements for non-filed years.

• Memorandum of Appearance.

• Additional documents depending on case specifics.

Procedure to appeal before National Company Law Tribunal (NCLT)

• File appeal/application to NCLT under Section 252 in Form NCLT-9 with a demand draft of Rs. 1000 payable to “Pay and Accounts Officer, Ministry of Corporate Affairs (MCA)”.

• Appeal by anyone within 3 years under Section 252(1).

• Appeal by company/members/creditors/workmen within 20 years under Section 252(3).

• Serve a copy of the petition to ROC at least 14 days before hearing.

• Attend hearings where both petitioner and ROC present their cases.

• If satisfied, the tribunal orders restoration of the company’s name in the ROC register.

• Applicant must deliver certified copy of order to ROC within 30 days.

• ROC publishes the final order in the Official Gazette and updates records.

Winding Up of a Private Limited Company

A private limited company may be wound up voluntarily or compulsorily when there is no ongoing business activity or the directors no longer wish to continue. Winding up involves settling debts, selling assets, and distributing remaining funds to shareholders. It’s a significant legal and financial step requiring compliance with rules notified by the Ministry of Corporate Affairs.

Key Obligations

• Pass a resolution in the Board of Directors meeting.

• No business activity must occur from the resolution date.

• Declaration from members confirming no outstanding debts.

• File necessary forms with the Registrar of Companies (ROC).

Benefits of Winding Up

• Released from Duties and Debts: Directors and shareholders are discharged from obligations post-liquidation.

• Legal Protection: Voluntary winding up avoids tribunal actions and offers a clean closure.

• Low Liquidation Costs: Costs are minimal, mostly based on asset sales.

• Lease Termination: Lease agreements are automatically terminated during the process.

• Creditor Protection: Creditors can claim dues through declared claims.

Documents Required

• ITR and Returns filed with ROC

• Winding Up Petition – Form Comp 1

• Declaration of Truth – Form Comp 2

• Certificate of Service – Form Comp 3

• List of Auditors and Hearing Participants – Form Comp 4

• Preliminary Report by Insolvency Professional

• Proofs of Claims – Forms B to F (as applicable)

• PAN Card of Company

• Bank Closure Declaration with NIL Transactions

• Notarized Indemnity Bond by Directors

• Latest Financial Statements

• Audited Statement of Assets and Liabilities by CA

• Application for Company Name Removal

• Indemnity Bond from All Directors

Company Law Tribunal Forms (WIN Series)

A series of WIN forms are required depending on the stage and type of winding up. Some important forms include:

• WIN-1: Petition for Winding Up

• WIN-2: Petition by Company

• WIN-3: Affidavit Verifying Petition

• WIN-4: Statement of Affairs

• WIN-6: Advertisement of Petition

• WIN-11: Winding-Up Order

• WIN-17: Provisional List of Contributories

• WIN-23: Meeting Report of Creditors and Contributories

• WIN-36: Special Proxy Form

• WIN-37: Quarterly Report

Event-Based Compliances for Companies

Event-Based Compliances are mandatory filings or actions triggered by specific events during a company’s lifecycle, beyond the usual annual or periodic filings. These compliances ensure legal adherence with the Registrar of Companies (ROC) and other authorities to keep the company’s records accurate and updated.

What are Event-Based Compliances?

They relate to unforeseen or occasional events such as changes in company management, capital, registered office, or business structure that require reporting to statutory bodies.

Common Event-Based Compliances Include:

• Appointment or resignation of directors

• Change in registered office or company name

• Increase or alteration in authorized capital

• Filing of annual returns and financial statements

• Modification of Memorandum & Articles of Association

• Share transfers, allotments, and consolidation

• Auditor appointments and statutory audits

• Business restructuring, mergers, or private placements

• Compliance related to FDI, SEBI regulations, and GST

• Winding-up and closure formalities

Why are They Important?

Timely compliance prevents legal penalties, keeps the company’s records accurate, ensures smooth corporate governance, and maintains transparency with stakeholders and regulatory bodies.

Need Assistance?

Event-based compliances require precise documentation and expert guidance. Consulting with a Company Secretary (CS), Chartered Accountant (CA), or legal expert is recommended to ensure full compliance.