Congratulations on incorporating your new startup! While registering your Private Limited Company is a massive milestone, it is merely the beginning of your corporate journey. The Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA) requires strict adherence to annual compliances.
Ignorance of the law is not an excuse. Failing to meet ROC deadlines can result in exorbitant late fees (sometimes accumulating per day of default), disqualification of directors, or even the striking off of the company's name.
Here is a comprehensive checklist of ROC compliances every founder must know.
1. First 30 Days After Incorporation
The clock starts ticking the moment you receive your Certificate of Incorporation (COI).
- First Board Meeting: Must be held within 30 days of incorporation.
- Appointment of Auditor (Form ADT-1): The first statutory auditor must be appointed by the Board of Directors within 30 days. They will hold office till the conclusion of the first Annual General Meeting (AGM).
- Opening a Bank Account & Commencing Business (Form INC-20A): You must open a corporate bank account, have the subscribers deposit their initial share capital, and file Form INC-20A within 180 days. You cannot start business operations or borrow money until this is filed.
2. Annual Event-Based Compliances
These are the recurring compliances you must track every financial year:
- Board Meetings: A minimum of 4 board meetings must be held every year. The gap between two consecutive meetings cannot exceed 120 days. (Startups and small companies are allowed to hold just 2 meetings a year, one in each half).
- Annual General Meeting (AGM): The AGM must be held within 6 months from the closure of the financial year (i.e., by 30th September). The first AGM can be held within 9 months.
- Directors KYC (DIR-3 KYC): All directors holding a DIN must submit their KYC details annually by September 30th.
3. Annual Filing Requirements
After the financial year ends on March 31st and the audit is complete, the following forms must be submitted to the ROC:
- Form AOC-4 (Financial Statements): Must be filed within 30 days of the AGM. It contains the Balance Sheet, Profit & Loss Account, Directors' Report, and Auditors' Report.
- Form MGT-7/7A (Annual Return): Must be filed within 60 days of the AGM. It contains details regarding shareholding structure, changes in directorship, and meetings held.
4. Special Event-Based Compliances
Whenever your company makes a significant structural change, the ROC must be informed immediately.
- Change in Directors: Filing Form DIR-12 within 30 days.
- Change in Registered Office: Filing Form INC-22 within 30 days.
- Increase in Authorized Capital: Filing Form SH-7 within 30 days.
- Allotment of New Shares (Funding Rounds): Filing Form PAS-3 within 30 days of allotment.
The Cost of Non-Compliance
The MCA has become incredibly strict regarding continuous compliance. The standard penalty for late filing of annual forms is ₹100 per day of default. Furthermore, directors of non-compliant companies can be disqualified from holding directorships in any company for 5 years.
Managing these forms while building a product is overwhelming. At A K Shrivastava & Associates, we provide end-to-end Corporate Secretarial services, acting as your virtual compliance team so you can focus on growth.
