According to the Ministry of Corporate Affairs, there are 16,75,708 active Private Limited Companies in India. With tens of thousands of companies being registered every month, Private Limited Company Registration is one of the more popular business designs.
In comparison to sole proprietorships and partnership firms, businesses that opt for the Private Limited Company Registration have to face stringent compliance and regulatory norms. While this business model is ideal for scalability and can raise funds easily from the capital market, it also needs to meet certain Annual Compliance norms.
Thus, to avoid legal action, penalties, and maintain market reputation, ensuring Annual Compliance for a Private Limited Company is essential.
Importance of Maintaining Annual Compliance
When choosing Private Limited Company registration for your business, it is essential to maintain operational, legal, and financial transparency. This helps protect the reputation of the company and ensure uninterrupted operations, thus, making the company more attractive to investors.
With the help of Annual Compliance for a Private Limited Company, businesses can achieve all of the above. Hence, by maintaining annual compliance, you enjoy the below benefits:
- Avoid fines, legal issues, and other disruptions.
- Improve the company’s public image and credibility.
- Increase operational efficiency with a system of checks and balances.
- Access funding by issuing stocks and shares in the market.
- Build the trust of stakeholders.
- Mitigate risk with proactive identification of future issues.
- Ensure accuracy in financial reporting.
Issues Faced When Not Maintaining Annual Compliance
When private limited companies miss out on meeting their annual compliance terms, they are usually subject to heavy fines. Further, they can face the below issues:
- Delays and disruptions due to operational issues.
- Legal challenges pertaining to lawsuits and court orders against the company.
- Damage to the company’s reputation, thus losing investor trust.
- Losing prime business opportunities since a history of non-compliance acts as a deterrent.
- Inability to access funding and other services from banks and other financial institutions.
- Losing out on government contracts, tenders, and tender biddings.
- Personal liability issues for the Directors/ Board of Directors.
- Losing the status of an Active Company.
- Disqualification of Directors
While all of these are a cause for concern, legal action and hefty fines are the biggest reasons why private limited companies always try to keep up with annual compliance norms.
Fines Levied if You Miss the Annual Compliance
If your business enjoys private limited company registration under the Companies Act of 2013, them it is subject to the below fines for non-compliance:
Not holding a Board Meeting once every three months
This can lead to a fine of up to INR 1 lakh for a single missed meeting with additional charges of INR 5000 for every day of delay.
Not Holding Annual General Meetings (AGM) as per the schedule
The first Annual General Meeting must be held 18 months from creating the company. Further, the company needs to hold an Annual General Meeting every 12 months. Missing the above will result in a fine of INR 1 lakh plus INR 5000 for every day of delay.
Not Filing any of the Financial Statements under Form AOC-4
Under the Private Limited Company registration, companies have to file their financial statements within 30 days of the AGM. Failing this, the company has to pay a fine of INR 1 lakh plus INR 5000 for every late filing. Further, Directors can face upto INR 25000 as fines.
Failure to Disclose Director’s Interest (Form MBP-1)
This can result in a fine of INR 50000 – 100000.
Neglecting necessary Statutory Registers
Under the Companies Act of 2013, registers that hold the record of a company’s financial and operational transactions are called statutory registers. Not maintaining these can result in a fine of INR 25000 plus INR 1000 for each day of noncompliance.
Not Paying the Annual Fees to the Registrar of Companies (ROC)
Companies can be charged INR 1000 to 10000 plus extra for not paying their annual fees to the registrar.
Not Maintaining a Registered Office
The Registered Office is the official address of a company. For not maintaining the registered office, companies can face penalties of INR 1000 for every day of non-compliance. However, this has a cap of INR 1 lakh.
Non-Compliance with E-Voting Requirements
If private limited companies skip on meeting e-voting requirements, they will be subject to penalties of up to INR 1 lakh with INR 5000 per day.
Failure to File Other Forms
When changing the address of the registered office, private limited companies need to file INC-22 within 30 days. Not registering the same can lead to fines of INR 5000 per day of delay, ranging up to INR 1 lakh. The same is true for other forms such as DIR-12 for appointment/ resignation of Directors.
Redressing Issues Due to Missed Annual Compliance
If your business has missed out on meeting the Annual Compliance for Private Limited Company, the remedies are as follows:
- File for annual compliance by paying additional charges.
- Can petition the National Company Law Tribunal (NCLT) for extensions on delays due to genuine issues.
- Avail the Condonation of Delay Schemes offered by the MCA to reduce the penalty amount.
- Pay a specific reduced fee by compounding offences under Section 441 of the Companies Act 2013.
- Seek professional and legal assistance.
- Appeal with the NCLT for Director Disqualification.
To top it off, companies need to respond to queries and notices sent by official bodies such as the RoC promptly to avoid any potential penalties.
To Conclude: Maintaining Annual Compliance for Private Limited Companies
Under the Companies Act 2013, filing for Annual Compliance for Private Limited Companies is essential. Not only does this enable companies to adhere to industry and regulatory norms, but also avoid penalties and legal action.
While there are steps present to address non-compliance for businesses with Private Limited Company Registration, maintaining Annual Compliance is the ideal scenario.
