ROC Compliance Checklist for Small Companies in India

Small Companies in India:

The concept of Small Companies in India is new and was introduced in the Companies Act, 2013. Section 2(85) defines small company as a company other than public company whose paid-up share capital does not exceeds an amount of Rs. 50 Lakhs and profits in a financial year does not exceeds Rs. 2 Crore r amounts that may be prescribed in the statutes.

Small Companies in India

Salient features of a Small Companies in India-

  • A private limited company can be classified as small company only.
  • The paid-up share capital should not exceed Rs. Fifty Lakhs or as prescribed by the law.
  • The profits of the small company should not exceed a turnover limit amount of Rs. Two Crore or as prescribed by the statute.
  • Both the requirements related to turnover and paid-up capital must be fulfilled to be categorized as a small company. If any one condition out of the two is not met then the status of the company as small company does not stands.
  • Any holding company or charitable company or subsidiary company or company as per special acts cannot be called as a small company.
  • Status of a company as small company changes yearly. So, the benefits in one year may not be available for the company in the next consecutive year.

ROC Compliance for Small Companies in India:

The Registrar of Companies lays down a lot of compliances and rules that small companies has to follow while going through New Company Registration procedure and after its incorporation for various areas like tax filing, holding meetings, statutory appoints and maintaining various books and accounts. Non-compliance with any of these can attract punishments and penalties from the Registrar of Companies. There is a whole list of compliances from ROC and other compliances from other statutory bodies that a small company needs to compliant with.

ROC Compliance Checklist for Small Companies in India:

The compliance checklist from the Registrar of Companies for small companies in India mandatory to be followed are-

  • Holding the First Board Meeting within 30 days of incorporation of the small company is required. And then at least two meetings in the financial year are to be held with a minimum gap of 90 days between the two meetings.
  • Appointing the First Auditor of the company for one year within 30 days of incorporation of the company. After that appointment of subsequent auditors in the first annual meetings for minimum five years is to be done through Form ADT-1 to the Registrar.
  • Holding an Annual General Meeting (AGM) and there must be at least a gap of two months between two consecutive Annual General Meetings.
  • Filing a Director’s Report as per Section 134 of the act with the Registrar stating the details of the directors of the small company.
  • Filing Form MGT-7 to file the annual returns of the company within 60 days of the holding the Annual General Meeting.
  • Filing Form AOC-4 for filing the financial statements and report of the company.
  • Filing Form MBP-1 to disclose the interests of the directors in the company.
  • Form DIR-8 for disclosure of non-qualification by the directors of the company.
  • Maintaining the books of accounts and statutory registers like director’s attendance in board meetings register, minute books etc.
  • Circulating the financial statements and other necessary documents to the members of the company.
Author: Anil Agrawal
EZYBIZ India Consulting LLP, New Delhi. The firm is business and tax consultancy firm providing consultancy in Taxation, Regulatory, Transfer pricing, Valuation, Corporate funding and Business set up matters. He may be reached at 9899217778 or