First Year ROC Annual Compliance for Private Limited Company

First Year ROC Annual Compliance for Private Limited Company. A Private Limited Company (PLC) is a type of business structure in which the Company is Privately owned and the shareholders have limited liability for the Company's debts. This means that the shareholders are only responsible for paying off the Company's debts to the extent of the capital they have invested in the Company. This type of Company is often referred to as a "closely-held" Company, as the number of shareholders is usually limited.
In India the annual compliance for a Private Limited Company includes several steps that must be completed in order to ensure that the Company is operating in compliance with Indian laws and regulations.
The compliances can be divided as:
A. Mandatory compliance
B. Event based compliance
C. Statutory compliance
Let’s discuss the same as stated below in details:
A.The mandatory compliance to be followed by PLC is stated as below:
1. Board Meeting (BM)
The first BM of a PLC should be held within a period of 30 days from the day of Company’s incorporation. Subsequently or and thereafter, in addition to the first meeting there should be minimum 4 (four) Board meetings held each calendar year and the gap between two consecutive meetings should not be more than 120 days, a quorum should be present throughout the meeting. But for OPC, Small Company, dormant company and private company which is a start-up Company where at least one meeting of the Board of Directors should be held in each half of a calendar year and the gap between the two meetings is not less than 90 days. 
The meeting of the Board of Directors (BOD) for a PLC is for the purpose to discuss and make decisions about the Company's operations, strategy, and finances. The meeting may include presentations from management, reports from committees, and discussions about potential business opportunities or challenges.
Further, we have to understand the difference between Small Company and Startup Company:-
Start-up or start-up company defined under the Companies Act which means a private company incorporated under the Companies Act, 1956/2013 and recognised as start-up under DPIIT.
Wherein, a Small company here means which is not a public company, and having paid-up share capital of which does not exceed 4 crores rupees and turnover does not exceed from 40 crore which is a most demanding initiative of the Government for all MSMEs amended the definition by Companies (Specification of definition details) Amendment Rules, 2022.
2. Annual General Meeting (AGM)
The first AGM of the Company must be held within nine (9) months of the end of the other financial year. Whereas the consecutive AGMs must be held within six (6) months of the end of the financial year. However, the maximum gap between two AGMs shall not exceed Fifteen (15) months. The date, time, and location of the AGM are usually announced in advance through a notice of clear 21 days and are usually held in person or through a virtual platform.
AGM is a meeting held where the shareholders and other stakeholders are given the opportunity to review the Company's performance over the past year and make decisions about the Company's future. AGM is mainly held to approve the financial statements, elect Board members, and conduct other business as outlined in the agenda. It’s the forum where shareholders can ask questions and raise concerns about the Company's activities. Shareholders are invited to attend the AGM and vote on the matters that are being considered. 
3. Appointment of Statutory Auditor
Initially, The Statutory auditor must be appointed within 30 days of incorporation of the Company and subsequently at AGM Auditors appointment needs to be done where tenure should be either for 5 years or minimum as decided by the management and the e-form ADT-1 is to be filed with the ROC within a period of 15 days of the appointment of the statutory auditor. In case of resignation of the auditor, e-form ADT-3 is required to be filed with ROC within 30 days of the resignation of the auditor.
4. Filing of Income Tax Returns
Every PLC is required to get its accounts audited by a Statutory  auditor of the Company and file its Income Tax return with the Income tax department for every financial year within the due date.
5. Director’s Identification Number (DIN) KYC
Every person or individual allotted with a DIN must file form DIR-3 KYC with the ROC submitting the KYC details for every financial year. If filing the KYC for the very first time then form based DIR-3 KYC would be applicable where some documents and details needs to be submitted after certifying the documents and forms with MCA and for the subsequent filing Web KYC will be applicable where only OTP verification needs to be done through Registered email and Mobile No. A failure to file form DIR-3 KYC will result in deactivation of DIN and a penalty of Rs 5,000/- for the activation of DIN. .
6. Annual filings with ROC
PLC must file the annual return in e-form MGT-7 (For a small Company) within 60 days from the date of the Annual General Meeting and AOC-4 mentioning the particulars pertaining to auditing financials and the Director’s report must be submitted within 30 days of the AGM. There is INR 100 (Rupees Hundred) per day penalty provision of delay filing and most important PLC can not avail any benefit of Exemption to private Companies if company has not committed a default in filing of its financial statement and annual return in compliance with Section 137 and Section 92 of the Companies Act, 2013.
7. Disclosure of Director’s Interest
All the directors of a Company are required to give a notice of Interest in any other entity in Form MBP-1 to the Company every year in its first Board Meeting.
This is intended to ensure that the directors are acting in the best interests of the Company and its shareholders, and to prevent conflicts of interest. It's a part of Corporate governance and Company law, directors have a fiduciary duty to act in the best interests of the Company and its shareholders, and disclosure of their interests is a way of ensuring that they are not using their position for personal gain at the expense of the Company.
8. Certificate of Commencement of Business
This is a one-time mandatory compliance for all the companies incorporated after November 2018 to file form INC-20A for the Certificate of Commencement of Business within 180 days of incorporation of the Company. There is no Certificate issued except getting an approval email for filing of form INC-20A from MCA.
9. Filing of DPT-3 if applicable 
Some transactions as on the closure of the Financial Year ended are enlisted in Rule 2(1)(c) which required one time Reporting in DPT-3 on or before 30th june Every Year.
B. The other event-based compliance:
The event based compliances would depend on the circumstances and activities which the PLC is entering into. Some of the examples are stated below:

Change in the registered office address

Alteration of MOA & AOA

Change of Name of the Company

Allotment of shares / transfer of shares /ESOP / Private Placement

Loan to directors / other companies / deposits

Appointment of WTD Director/ Managing Director and fixing remuneration

Opening a new bank account and add signatories

Change in Board of directorship / auditor resignation

Inward remittances / FDI filings with RBI

Increase in the authorised share capital of the Company

Modification / satisfaction of charge

Any other as specifically required

C. Statutory compliances
Statutory compliance refers to the legal requirements that a private company must adhere to as prescribed by various statutes and laws. Companies Act, 2013, the compliance with provisions of the Companies Act, such as maintaining accurate records, holding board meetings, and filing annual returns. These compliances vary depending on the jurisdiction and type of business, but some common examples in India for private companies include:
1. Maintaining of Various Statutory Registers:
PLC should keep the statutory registers as applicable updated and maintained in the registered office of the Company. The purpose of a statutory register is to provide a record of certain information of the minutes of BM, AGM and other meetings held, or transactions, such as the ownership and transfer of property, the registration of companies or business entities, or the filing of patents or trademarks.
2. Minutes of the meetings:
Minutes of a meeting, also known as meeting minutes which are a written record of the decisions and actions taken during a meeting. The preparation of minutes is an important aspect of corporate governance as it provides an official record of what was discussed, agreed upon, and decided during the meeting.
The following steps can be followed to prepare minutes of a meeting:
Record the Date, Time, and Venue: Include the date, time, and location of the meeting at the top of the minutes.
List the Attendees: Mention the names of all attendees, including the chairman and members of the board.
Record the Agenda: List the agenda items in the order they were discussed during the meeting.
Record the Discussion: Summarize the discussion on each agenda item, including any decisions or actions taken.
Record the Decisions and Actions: Document any decisions made and actions taken, including any assignments made to specific individuals.
Record the Next Meeting: Mention the date, time, and venue of the next meeting, to be held, or open ended to be decided.
Review and Approval: Review the minutes with the participants and get their approval.
Signed and dated: The minutes prepared shall be duly signed and dated by the chairperson of the meeting or the chairperson of the next meeting. The minutes of the AGM should be signed and entered in the minute book within thirty days from the AGM.
Some other compliances which should be adhered to in first year for PLC pertaining to different rules and regulations are stated below:

Income Tax Act, 1961: Obtaining a PAN and TAN and filing annual tax returns.

Goods and Services Tax (GST): Registering for GST and filing monthly/quarterly returns if applicable.

Provident Fund and Employees' State Insurance (PF & ESI): Enrolling employees in PF and ESI schemes and making contributions on time.

Labor Laws: Compliance with provisions of labor laws such as the Minimum Wages Act, the Payment of Gratuity Act, and the Contract Labor (Regulation and Abolition) Act.

Environmental laws: Obtaining necessary clearances and permits, and complying with environmental regulations.

Foreign Exchange Management Act (FEMA): Compliance with FEMA regulations for foreign investments and remittances.

Any other matter, which could involve day to day operations of the PLC, required to manage and update the records officially with the regulating authorities.
Some of the key benefits provided to MSMEs or called Small companies by by the Ministry of Corporate Affairs in compliance burden or for to facilitate Ease of Doing Business in India which are as under:

No need to prepare a cash flow statement which is a forming part of a financial statement Company.

Prescribed Abridged Directors Report format under Rule 8A of Companies (Accounts) Amendment Rules, 2018 where very few points need to be covered in the report.

Mandatory rotation of the auditor is not required, which is applicable only to some Class or class of Companies where with the definition of Small Company this requirement is done away to check the limits for applicability.

Not required to disclose in the Directors report about the adequacy of the internal financial controls and its operating effectiveness in the auditor’s report.

Holding of only two board meetings in a Calendar year.

Annual Return of the company can be signed by the company secretary, or where there is no company secretary, by a director of the company.

Lesser penalties and  fees scheduled applicable for small companies.

Thus, it is important for Private Limited Companies to comply with all applicable laws and regulations to avoid legal and financial consequences. This may include compliance with labor laws, tax laws, and industry-specific regulations. Additionally, companies should have internal policies and procedures in place to ensure compliance and enforce ethical behavior among employees. Compliance can also include ensuring data protection and privacy for customers and employees. Consultation with legal and financial professionals can help ensure compliance and mitigate risk.

First Year ROC Annual Compliance for Private Limited Company

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