Post incorporation compliances

What are the compliances after incorporation of private limited company?

BRIEF INTRODUCTION

The compliances under Companies Act, 2013, does not ends upon the incorporation of the company. Actually, the issuance of incorporation certificate, by the Registrar of Companies, is an implied expression that the company has just begin and they would be required to comply with various other compliances, post their incorporation. There are generally 2 types of compliances namely yearly and quarterly compliances.

After incorporation, every company is required to comply with certain set of compliance-related formalities. Non-compliance of such formalities, could lead to penalties and fines to the Company as well as to its directors.

Thus, it is of greater importance, for the companies to have full knowledge of the applicable compliances, along with their due dates.

ADVANTAGES OF COMPLIANCE

1. Protects the company and its directors from penalties and fines.
2. It also enhances the company’s image in the eyes of stakeholders.
3. Increases their credibility as better credit rating be provided by CRA.
4. There would an increased transparency in working of the company.
5. It also helps in raising funds for growth and expansion.
6. A lot of time and money is saved, since the company will not be indulging in litigations.
7. In all, it creates a greater clarity and good decision making by the management.

COMPLIANCES UNDER COMPANIES ACT, 2013

There are 2 types of compliances for companies under Companies Act 2013. These are –

• Post incorporation compliances
• Annual compliances

SUMMARIZED COMPLIANCE FOR PRIVATE COMPANY

S.NO.	COMPLIANCE	PARTICULARS
1	OPENING OF CURRENT ACCOUNT	MANDATORY, OPENED WITHIN 180 DAYS FROM DATE OF INCORPORATION
2	FIRST BOARD MEETING	MANDATORY, CONDUCT WITHIN 30 DAYS FROM DATE OF INCORPORATION
3	DEPOSIT OF SHARE CAPITAL IN THE CURRENT ACCOUNT	MANDATORY, DEPOSIT WITHIN 180 DAYS FROM DATE OF INCORPORATION
4	ISSUE OF SHARE CERTIFICATE	MANDATORY, ISSUED WITHIN 30 DAYS FROM DATE OF INCORPORATION
5	REGISTERED OFFICE ADDRESS	MANDATORY
6	APPOINTMENT OF AUDITOR	MANDATORY, APPOINTED WITHIN 30 DAYS FROM DATE OF INCORPORATION
7	COMPANY NAME BOARD	MANDATORY
8	PRINT OF DETAILS ON LETTER HEADS OF COMPANY	MANDATORY
9	DISCLOSURE OF SUBSTANTIAL INTEREST HOLDERS	MANDATORY
10	STATUTORY REGISTER	MANDATORY
11	DECLARATION REGARDING COMMENCEMENT OF BUSINESS	MANDATORY, DECLARED WITHIN 180 DAYS FROM DATE OF INCORPORATION
12	BOOKS OF ACCOUNT	MANDATORY
13	REGISTRATION UNDER SHOPS ACT	MANDATORY
14	REGISTRATION UNDER GST	MANDATORY, IF REQUIRED
15	PT REGISTRATION	MANDATORY
16	TRADE MARK REGISTRTAION	OPTIONAL

POST INCORPORATION COMPLIANCES

1. Filling the form for verification of the Registered Office-

once the company receives the certificate of incorporation, they are required apply for verification of their registered office with the Registrar. This compliance can be performed as the time of filing application for incorporation on the SPICe platform.

However, where the same is not done at the time of incorporation, the company is required to communicated about their registered office in the form INC-22 within 30 days from the date of incorporation.

2. Letter Head and Statutory Registers

After incorporation, every company is required to have the following information printed on their letter heads and other modes of communication –

• • Name of the company
  • The address of their registered office.
  • Corporate Identity Number of the company
  • Contact details including their mobile numbers, Fax number, e-mail id.
  • Details of the Website, maintained by the company.

All these details are also required to be painted, affixed, printed on the board placed at all the place of business and the same be engraved on the official seal of the company as well.

The company is also required to maintain proper and updates registers and the same be kept in their Registered Office. Almost all of these registers are free to be inspected by Directors, Members, and Creditors or any other outsider.

The following registers are required to be maintained under Companies Act 2013 –

• • MGT-1: Register maintained in respect of their members.
  • MGT-2: Register maintained in respect of their Debenture holders and Beneficial Owner
  • In MGT-3: Register maintained in respect of their foreign Members, Debenture holders, other security holders and beneficial owners.
  • Form SH-2: Register maintained in respect of Renewed and Duplicate Share Certificate
  • Form SH-3: Register maintained in respect of the Sweat Equity Shares issued.
  • In Form SH-6: Register maintained in respect of Employee Stock Options issued.
  • Form SH-10: Register maintained in respect of the Shares or Securities Bought Back.
  • Form CHG-7 Register maintained in respect of Charges created.
  • Register maintained in respect of Loans/Guarantee/Security and Acquisition undertaken by the Company.
  • Form MBP-3: Register maintained in respect of Investments not held in the name of the company.
  • Form MBP-4: Register maintained in respect of Contracts or Arrangements, having interest of Directors.

Opening of Bank Account

Another important compliance is that, the company is required to open a current bank account, in the name of the company, and the same be used for undertaking all the transaction of the company. The following documents are required for opening of bank account –

• • Certificate of incorporation along with MOA and AOA of the company.
  • Resolution passed by the Board of Directors providing for opening of bank account.
  • Authorization letter of the applicant, for opening of bank account in the name of the company.
  • Full list of Directors that are present in the company.
  • Documents evidencing the registered office address of the company.
  • ID proof of all Directors as well as the Authorized Signatories in the form of their PAN card, passport, voter ID and driving license.
  • Also, the Aadhaar card of all the directors, duly issued by the Unique Identification Authority of India (UIDAI).
  • In case of directors of age 60 years and above, they can also provide their Senior Citizen Card duly issued by the State/Central Government.
  • Fisherman Identity card duly issued by the State/Central Government.
  • Share Holding Pattern of the company, provided in the format prescribed by the respective bank.
  • Power of Attorney in the name of the managers, officers or employees, providing the authority to transact business on behalf of the company.
  • Copy of PAN allotted in the name of the company.

4. Deposit of share capital money in Current Bank Account– after opening current account, the company is required to deposit the amount received from the subscribers of MOA in the said bank account, and the same be deposited within 60 days from the date of incorporation (however, for companies incorporating after 2^nd November 2018, the said period is of 180 days from the date of incorporation). After successful deposit of proceeds, the company is shall file a declaration in E-form INC 20.
5. Allotment Of Securities – the company is required to allot the required number of shares to respective subscribers, and the same be allotted within 60 days from the date of incorporation.

6. Issuance of Share Certificate – the company is also required to issue share certificate to the shareholders, who have subscribed to the MOA of the company, and the same be issued in form SH-10. The said certificated are required to be properly stamped and executed in the name of the respective shareholder, and be issued within 60 days from the date of incorporation.

In case of any delay, the company shall be liable to a penalty of Rs 25000, which can be extended to Rs 500000. Alongside, the directors will also be liable to a penalty of Rs 10000, which can be extended to Rs 100000.

The issued share certificate shall contain the following details –

• • • • Serial Number of share certificate issued.
      • Complete Name of the subscriber/shareholder.
      • Details of the number of shares purchased.
      • The Face value of each share.
      • Total Amount of consideration received.
      • Type of security issued i.e., equity share, preference share, debentures etc.

7. Payment Of Stamp Duty on Share Certificate – the company is also required to make the payment of stamp duty applicable on the share certificates issued and the same be deposited with the concerned department within 30 days from the date of issuance of share certificates.
8. Appointment of First auditors – the company is also required to appoint their first auditor, being a Chartered Accountant, within 30 days from the date of registration of the company and the same be appointed by passing of resolution by the Board of Directors. The said auditor shall hold the office, till the conclusion of 1st Annual General Meeting of the company. Also, the Board of Directors shall recommend the said auditor to be appointed as the Statutory Auditor and the same shall hold office starting from the conclusion of first AGM, till the end/conclusion of the 6^th The company is required to file e-form ADT – 1, within 30 days from the date of appointment of the first auditor.
9. Registration Under Shops or Establishment Act – It is one of the most important regulations. Every company is required to get registration under the shops or establishment act, prevailing in the state, where the place of business is situated and the said registration be taken within 90 days from the date of commencement of business.
10. Disclosure of interest of Directors– Every director is required to disclose their interest in the company, in the first board meeting of the Board of Directors. Such disclosure shall include the director’s concern, interest, and shareholding in the company and be filed in form MBP-1.
11. GST Registration- where the company is liable to take registration under section 22 and 23 of CGST, they shall apply for registration under GST in the applicable form.
12. Maintenance of Minute Book and other statutory books– The company is also required to maintain various statutory registers in the form of – register of members, shareholders, directors etc. Besides the following registers, the company shall also maintain a minute book in respect of general meeting and board meeting conducted. All the accounting books be maintained in Double Entry Bases of Accounting.
13. Books of Accounts: As per section 128, every company is required to maintain proper books of accounts in the prescribed format, and the same shall present the accurate and fair view about the state of affairs of the said company.
14. Commencement of Business Certificate – every public company is required to apply for obtaining the Certificate of Commencement of Business, and the same be made within 180 days from the date of incorporation. The said application shall contain a disclosure by the directors, declaring the receipt of full payment from all the subscriber in respect of shares held by them.

ANNUAL COMPLIANCES UNDER COMPANIES ACT, 2013

1. Meeting of board of Directors –

As per section 173 of companies Act 2013, every company is required to conduct a meeting of their Board of Directors, within 30 days from the date of incorporation. Also, they are required to conduct at least 4 board meeting in a year, provided the gap between 2 meetings does not exceed 120 days.

In case of dormant and one-person company, at least one meeting is required to be conducted in each half year and gap between two meetings shall not exceed 90 days. The quorum of the meeting shall be the higher of – ⅓ of total number of directors or 2 directors.

With the outburst of COVID-19, certain relaxation was provided, and the maximum gap in respect of 2 consecutive Board Meeting has been extended by 60 days and thus making the effective gap of 180 days. However, the same be applicable for the quarter April to June 2021 and July to September 2021.

2. Annual General Meeting–

the company is required to conduct their First Annual General Meeting, within 9 months from the end of the first financial year. In case of subsequent Annual General Meeting, the same be conducted within 6 months from the end of the relevant financial year, provided the gap between two AGM shall not exceed 15 months and at least one AGM be held in every financial year.

2. Filing of Annual Return with ROC- another important aspect is to file a return with Registrar, stating the details about the tax paid, returns received, and deduction claimed during a given financial year. Such a return be filed with the Registrar of Companies through MCA portal (mca.gov.in).

In case of non-filing, certain fines and penalties along with scrutiny can be imposed by the Income Tax department. Currently, companies are also required to file their Balance Sheet and statement of P/L account and Cash Flow (if applicable), along with the Directors Report.

Certain forms to be filed with Registrar are –

• • E-Form ADT -1 – which relates to the appointment of first Auditor of the company, to be filed within 15 days from the conclusion of First Annual General Meeting.
  • ROC E-Form AOC-4 – which related to the filing of Financial Statements, to be filed within 30 days from the conclusion of the respective Annual General Meeting.
  • In E-Form MGT-7 – which related to filling of Annual return, to be filed within 60 days from the conclusion of respective Annual General Meeting.

Analysis on Gap between two Annual General Meeting

COMPLIANCES UNDER GST ACT

1. GST Registration

Where the company is liable to take registration under section 22 and 23 of CGST, they shall apply for registration under GST in the applicable form.

2. Filing of GST Returns

Where the company takes registration under GST, they are required to file certain periodical returns, that can be monthly, quarterly or yearly in nature, and the same be filed on and before the prescribed due dates.

COMPLIANCES UNDER FEMA, RBI/FDI REPORTING

1. The company is required to file Form FC-GPR on the portal of FIRMS, RBI, within 30 days from the date of allotment of securities. They also need to report regarding the FDI received during incorporation process.
2. After registering, the company would be required to file Annual Return of Assets and Liabilities, by 15^th July coming after the end of the respective FY. The return relates to FDI received and the same be filed on the FLAIR portal of RBI.

COMPLIANCES WITH DIRECTOR GENERAL OF FOREIGN TRADE

Where the company wishes to undertake import or export of goods/services, they would be required to file an application for obtaining Importer – Exporter Code, duly issued by DGFT.

In case of any changes in details of the company, the company shall file an application for modification in IEC.

EVENT BASED COMPLIANCES

1. Change in authorized or paid-up capital of the Company.
2. Allotment of new shares or transfer of shares.
3. The Change in the auditor of the Company (ADT-1).
4. Giving loans to other Companies.
5. Change in the object of the Company.
6. Appointment of managing or whole-time director and payment of remuneration.
7. Loans to directors.
8. Giving loans to directors.
9. Change in the director of the Company (DIR-12).
10. Opening or closing of bank accounts or change in signatories of bank account.
11. Change in the name of Company.
12. Appointment or change of the statutory auditors of the Company.
13. Change in the registered office of the Company (Inc-22)

NON-COMPLIANCE

Where the company fails to comply with the above prescribed formalities and compliances, the company along with every officer in default shall be punished with a monetary penalty.

In case of delay in filing of return or other required forms, penalty in the form of late fees is levied, which increases with the occurrence of default.

Demerits for Non-Compliance

• • Imposition of heavy penalties.
  • Degrade the image of the company, which will lead to loss of credibility.
  • Unsatisfied shareholders
  • Restrict the scope of growth and expansion.
  • Hampers the functioning and working of the company.
  • Involves time and money in large quantity.

CONCLUSION

It is concluded, that where any company incorporates in India, they shall gain full knowledge of the applicable compliances under various acts.

FOR FURTHER QUERIES CONTACT US: W: www.carajput.com  E: singh@carajput.com T: 011-233-4-3333, 9-555-555-480

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