Definitive Guide for ROC Filing of Companies

Currently, we are finding millions of companies emerging. In 2021 alone, India recognized 41,061 new startups & companies. But what is a company?

A company is a legal body created by a group of people to conduct and manage a business enterprise- commercial or industrial. Depending on its jurisdiction’s corporate legislation, a company is categorized in various ways for tax and financial liability purposes.

There are many different types of companies based upon the nature of business but four most commonly used types are:

1. Private ltd
2. LLP
3. Public Ltd
4. Section 8

From the compliance and taxation perspective, these companies are primarily governed by three different agencies / authorities:

1. Ministry of corporate affairs
2. Income Tax Department
3. CBIC (if GST registered)

In this blog, we will be dealing with the ROC compliances for only two types of companies- Private Ltd & LLP.

What are the tax and audit compliances for Private Limited and LLP companies?

Before we begin, let us understand the term Compliance.

What is it?

Compliance means either the state of following the defined standards or norms or the process of doing so.

The Companies Act, 2013, which applies to Private Limited Companies and Limited Liability Partnership Act, 2008 which applies to LLPs in India, governs such matters as holding board meetings and shareholder meetings as well as the selection, qualification, compensation, and retirement of the Company’s Directors & Auditors. It also prescribes certain annual and as well as ad hoc fillings from time to time, which are obligatory on the part of each company to comply with.

A private limited company in India has to follow these compliances-

1. Certificate of Commencement of Business: All firms incorporated after November 2018 must submit form INC-20A for the Certificate of Commencement of Business within 180 days of the company’s incorporation. This is one-time mandatory compliance.
2. Board Meetings: A Private Limited Company must hold its first Board Meeting not later than 30 days after incorporation. After that, the company is obligated to hold at least four board meetings a year such that the gap between two consecutive meetings does not exceed 180 days.
3. Disclosure of Director Interests: Each year at the company’s first board meeting, all directors must disclose their interests in any other entities using Form MBP-1.
4. DPT3 and MSME 1 Form: As per the Companies (Acceptance of Deposits) Amendment Rules, 2019, all the companies have to compulsorily file the one-time deposit return in E-form DPT-3 within 90 days from the end of Financial Year 2021-22 indicating the deposits and loans and advances at the end of the last financial year. Further, each company is also liable to report in Form MSME I (half-yearly return) within 45 days from the end of each half-year in respect of outstanding payments to Micro or Small Enterprise i.e. 30th April 2022 for October 2021 to March 2022 and 31st October 2022 for April 2022 to September 2022
5. Income Tax and Annual Return Filing: Every company must have its financial records audited by an accountant and submit an income tax return to the Income Tax Authorities for each fiscal year. The company must also submit Form AOC-4, with its audited financial statements and the Director’s report, to the ROC within 30 days of its annual general meeting. In contrast, the business has 60 days following its annual general meeting to submit its annual return using form MGT-7 to the Ministry of corporate affairs.
6. Director’s Identification Number (DIN) KYC Filing: Each person who has received a DIN must file form DIR-3 KYC with the ROC to provide their KYC information for each Financial Year. The DIN will be deactivated if form DIR-3 KYC is not submitted, and any late submissions would incur a penalty of Rs 5,000.

The Private limited companies are further liable to file their income tax returns by 30 September following the end of financial year. But if they are governed by transfer pricing regulations they are required to file the same by 30th November.

For Limited Liability Partnerships (LLPs), they do not have to get their books of account audited until their yearly revenue exceeds Rs. 40 lakhs or their contribution exceeds Rs. 25 lakhs.

But irrespective of the fact whether the accounts are required to be audited or not LLP’s have to comply with these regulations-

1. Limited Liability Partnerships must file their Annual Return and Statement of Account & Solvency within sixty (60) days of the end of the fiscal year and within thirty (30) days of the end of the first six (6) months of the fiscal year, respectively.
2. They are legally bound to continue using the fiscal year, which runs from 1st April to 31st March. As a result, even if an LLP hasn’t conducted any business during a given financial year,

They annual forms that are required to be filled for an LLP are-

• LLP form 8 – This is a yearly report that must be submitted to the ROC each year. Within 30 days of the end of the first six months of the financial year, a statement of account and proof of solvency must be filed with the registrar.
• Form 11 – This is an annual statement that requests information about the LLP’s and its partners’ business. The form must be submitted by all registered LLPs within 60 days of the end of the fiscal year.
• KYC Director – KYC submission for LLP company DIN holders. Everyone assigned a DIN and whose DIN status is Approved must fill this out.

For LLPs where tax audit is not required, the due date for Income tax filing is July 31st. LLPs who have entered into any international transactions with associated enterprises or have undertaken specified Domestic Transactions (Transfer Pricing Regulation), need to file Form 3CEB. This form should be certified by a practicing Chartered Accountant. Limited Liability Partnerships which are required to file this Form can do their tax filing by 30th November.

Audit & Compliances as per The Income tax Act

Any businesses in India having annual total sales or collections of more than Rs. 1 crore or if their turnover is less than 1 Crore & profit % is less than 8%/6%, should compulsorily undergo a tax audit. However, if the taxpayer’s cash receipts are limited to 5% of the gross receipts or turnover, and if the taxpayer’s cash payments are limited to 5% of the aggregate payments under the Income Tax Act, 1961, the threshold limit of Rs. 1 crore for a tax audit is increased to Rs. 10 crores.

For professions and professionals the limit of 1 crore is replaced with 50 Lakhs.

If a company does have to get a tax audit done and they don’t, then they will have to pay a penalty of 0.5% of gross receipts subject to a maximum of INR 1 lakh . However, tax audits can be exempted under certain circumstances like natural calamity, strikes, theft, etc. under Section 273B of the Income Tax Act.

Audit & Compliances as per The Goods and Service Act

Here is a list of all the returns to be filed as prescribed under the GST Law along with the due dates.

***For the taxpayers with aggregate turnover equal to or below Rs 5 crore, eligible and remain opted into the QRMP scheme, 22nd of month next to the quarter for taxpayers in category X states/UTs and 24th of month next to the quarter for taxpayers in category Y states/UTs

Category X: Chhattisgarh, Madhya Pradesh, Gujarat, Maharashtra, Karnataka, Goa, Kerala, Tamil Nadu, Telangana or Andhra Pradesh or the Union territories of Daman and Diu and Dadra and Nagar Haveli, Puducherry, Andaman and Nicobar Islands and Lakshadweep.

Category Y: Himachal Pradesh, Punjab, Uttarakhand, Haryana, Rajasthan, Uttar Pradesh, Bihar, Sikkim, Arunachal Pradesh, Nagaland, Manipur, Mizoram, Tripura, Meghalaya, Assam, West Bengal, Jharkhand or Orissa or the Union Territories of Jammu and Kashmir, Ladakh, Chandigarh and New Delhi.

Please note: GST filings as per the CGST Act are subject to changes by CBIC notifications/orders.

Conclusion-

Besides dealing with your company’s sales, you’ll also have to deal with your tax filings every single year.

Luckily, we’ve got your back! This blog will help you prepare ahead and file for your taxes like a pro.