Annual Compliance for Private Limited Company

Annual return is a mandatory filing to be made by all Companies in India. The filing along with the required documents must be filed with the Ministry of Corporate Affairs. Filing of annual return with the MCA is different from the filing of annual return with the Income Tax department.

Annual return consists of the balance sheet of the company, profit and loss account, compliance certificate (if necessary), and details of registered office, details of Members, details of shares and shareholding and details of Directors.

The Annual return of the Company must be signed by the Directors of the Company. The financial statements filed along with the Annual return must be audited and signed by a Chartered Accountant.

Annual return is due before the 30th of September or 6 months from the end of the financial year. In case of newly incorporated Company, an Annual General Meeting should be held within 18 months from date of incorporation or 9 months from the date of closing of financial year, whichever is earlier and an annual return should be filed with the MCA.

Mandatory forms required to be filed for annual compliance Under Companies Act, 2013:

• Form AOC-3/AOC-4/Schedule-III for financial statement (including consolidated statement for subsidiary companies) which needs to be filed within 30 days of AGM or when the AGM was due to be held). The financial statement should contain:
  • balance sheet as at the end of the financial year,
  • profit and loss account, cash flow statement,
  • a statement of changes of equity, where applicableand any explanatory note annexed or forming part of the financial statement.
• Audit & Accounts: Notice of appointment of auditor shall be filed with ROC within 15 days of the meeting in Form No. ADT-1. And auditors are duly auditing the books of accounts:
• Report on AGM in Form No. MGT.15 must be sent within 30 days of AGM. The report must contain:
  • Minutes of the meeting
  • the day, date, hour and venue of the annual general meeting;
  • confirmation with respect to appointment of Chairman of the meeting;
  • number of members attending the meeting;
  • confirmation of quorum;
  • confirmation with respect to compliance of the Act and the Rules, secretarial standards made there under with respect to calling, convening and conducting the meeting;
  • business transacted at the meeting and result thereof;
  • particulars with respect to any adjournment, postponement of meeting, change in venue; and
  • any other points relevant for inclusion in the report
• Under Companies Act, 2013 compliance certificate has been replaced with secretarial audit report which has to be submitted along with the Board Report in Form No MR.3.
• Annual Return : Every company shall prepare an annual return in Form No. MGT-7 to be signed by a director and to be filed with the registrar within 60 days of AGM with following attachments:
  • Duly signed annual return
  • List of directors
  • List of shareholders
  • List of transfers that took place during the year
• Further the same should be certified by a Company Secretary in practice in Form No. MGT-8 if its paid-up capital is Rs. 10,00,00,000 (ten crores) or more. A private company having its paid-up share capital worth 5,00,00,000 (five crores) or more must appoint a whole-time company secretary. Copy of annual return to be kept at registered office.
• The extract of the annual return to be attached with the Board’s Report shall be in Form No. MGT-9. Copy of annual return shall be preserved for a period of 8 years.
• Requirement of Audit: All companies are required to get their books of account audited. The report need to be prepared as per the accounting standards and according to Section 143 of the Companies Act, 2013..The accounting standards under the Companies Act, 2013 have not been notified (as of 15 April, 2014) and the Companies will have to follow the existing accounting standards.
• Essential statutory registers / books to be maintained under Companies Act, 2013 :In addition to the books of accounts, registers of certain particulars that are prescribed under the Companies Act must be maintained by a company. A complete list is provided below:
  • Books of Accounts
  • Cost Records
  • Proceedings of General & Board Meetings (Minutes)
  • Register & Index of Members
  • Register of Beneficial Owner
  • Register of Charges
  • Register of Debenture holders
  • Register of Directors and Key Managerial Personnel
  • Register of Directors’ Shareholding.
  • Register of Foreign Members
  • Register of Inter Corporate Loans & Investments.
  • Register of Security holders
  • Register of Contracts in which Directors are interested
  • Register of Investments not held by company in its own name
  • Register of Renewed & Duplicate Share Certificates
  • Register of Securities bought back
  • Register of loans, investments, guarantees and securities
  • Register of members: Every company shall keep & maintain a register of members at its registered office in Form No MGT-1.

File Sales Tax (VAT) Returns every Quarter within the due dates

Due dates

• 25 July - for April to June
• 25 October - for July to September
• 25 January - for October to December
• 25 April - for January to March

File Service Tax Returns every Half Year ( every 6 Months)

Due dates

• 25 October - for April to September and
• 25 April - for October to March

Income Tax Return every year before

Due dates

• 30th Sep if your Turnover is More Than 1 Crore - ServiceTurnover More than 25 Lakhs

What to do for Annual Compliance

• Maintain Proper Books of Accounts as per requirement of company Act 2013.
• Prepare and File Balance Sheet with RoC, File TDS, Income Tax Returns with Income Tax Department.
• Comply with Sales Tax and Service Tax Requirements.
• Get your accounts Audited by Chartered Accountant in Compliance with Tax audit and statutory Audit as per requirement of the LLP.

Non Compliance Penal Consequence

• Late filing or non-filing of Annual Return before the due date will attract a penalty 12 Times of Normal Fees.
• Late filing or non-filing of Sales tax, Services Tax return before the due date will attract a penalty,
• Non Compliance of Income tax Act provision will may attached Penal action,
• Further, the LLP cannot be wound-up or closed without filing of the return.

Annual return can be prepared and filed by a Professional online through the MCA's E-Filing portal. Rajput Jain & Associates Financial Expert can help you with e-filing your Company's annual report.

Annual Return under Companies Act, 2013: Every company shall prepare a return (hereinafter referred to as the annual return) in Form No.MGT-7 containing the particulars as they stood on the close of the financial year.

Extract of Annual Return: An extract of the annual return in Form No MGT-9 shall form part of the Board’s report.

Filing of Annual Return: Every company shall file a copy of the annual return with the Registrar. Preservation of annual return: Copies of all annual returns and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of 8 years from the date of filing with the Registrar.

If a company fails to file annual return with the Registrar of Companies (RoC) within the specified time, then the Company shall be liable to pay a penalty till filing of the return. The amount of penalty will depend on the number of days in default. till the default continues.