Today we are discuss on ROC Compliance for Small and Normal Pvt Ltd Company , Difference between Small Pvt Ltd and Normal Pvt Ltd. Since the Companies Act has bifurcated the Private Limited Companies in 2 Parts i.e. Small Pvt Ltd and Normal Pvt Ltd.
In this blog will discuss on meaning of of Small Pvt Ltd and Normal Pvt Ltd and what are the yearly ROC Compliance to be done by the Small Pvt Ltd and Normal Pvt Ltd.
Meaning Small Pvt Ltd
Small Companies means any Pvt Ltd of which Paid Up capital doesn’t exceed Rs. 50 Lacs OR Turnover doesn’t exceed 2 Crores.
Meaning Normal Pvt Ltd
Normal Companies means any Pvt Ltd of which Paid Up capital exceed Rs. 50 Lacs OR Turnover exceed 2 Crores. or any company which is not a small Pvt ltd is a Normal pvt ltd company.
Example – We are describing here an chart to know whether a company is small company or normal company.
| Company | Paid Up Capital | Turnover | small company |
| A Pvt Ltd | 1 Lacs | 75 Crores | NO |
| B Pvt Ltd | 1 Crores | 5 Lacs | NO |
| C Pvt Ltd | 1 Lacs | 1 Crores | Yes |
| D Pvt Ltd | 1 Crores | 75 Crores | No |
Paid up capital – It is as per latest audited Balance Sheet or else the paid Up Capital may be taken as per the current situation.
Turnover – It is as per latest audited Balance Sheet
ROC Compliance for Small and Normal Pvt Ltd Company
| Particulars | Small Pvt Ltd | Normal Pvt Ltd | Documents required |
| Board meetings | Minimum 2 with minimum gap of 90 Days | Minimum 4 witj maximum gap of 120 Days between 2 meetings | Notice / Agenda / Minutes / Attendance Sheets / Resolutions Passed |
| General Meeting of members | 1 AGM within 6 months of FY | 1 AGM within 6 months of FY | Notice / Explanatory Statement / Minutes / Attendance Sheets / Resolutions Passed |
| Filing related to Balance Sheet / P&L – form AOC 4 | 30 days of AGM | 30 days of AGM | Audited set of financials |
| Annual Return in form MGT 7 | 60 days of AGM | 60 days of AGM | detail for the FY but not AGM to AGM and it shall contain the detailed profile of the Company related to Board meeting dates, remuneration, related party contracts, KMP, CSR, Loans, Advances, Indebtness and various other detail |
| Director Report | it shall form part of Financials and also MGT 9 (Extract of Annual Return shall be attached with it) | it shall form part of Financials and also MGT 9 (Extract of Annual Return shall be attached with it) | various detail of Loans, Advances, Director changes, Share Capital Changes, Address Changes, name changes, Investment, energy conservation, Director Responsibility Statement, Auditor Appointment, KMP, CSR, Foreign Inward or outward and other material detail to be incorporated |
| Financial Statement signing | The authentication has to be done by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed. | The authentication has to be done by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed. | |
| Annual Return Signing | Annual Return shall be signed by – a company secretary, or where there is no company secretary, by a Director | Annual Return shall be signed by – a director and the company secretary, or where there is no company secretary, by a Practicing Company Secretary | after AGM |
| Director Report Signing | The Board’s report and any annexures thereto shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director. | The Board’s report and any annexures thereto shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director. | along with financials |
| Statutory Registers | a. Register of Members | a. Register of Members | all registers to be maintained mandatorily |
| b. Register of Share Transfer | b. Register of Share Transfer | ||
| c. Register of Directors | c. Register of Directors | ||
| d. Register of Directors Share Holding | d. Register of Directors Share Holding | ||
| e. Register of Concerns in which Directors are interested | e. Register of Concerns in which Directors are interested | ||
| f. Register of Charges | f. Register of Charges | ||
| g. Register of Share Application & Allotment | g. Register of Share Application & Allotment | ||
| h. Register of Loan advance made / taken | h. Register of Loan advance made / taken | ||
| i. Register of Investments | i. Register of Investments | ||
| j. Register of Balance Sheet | j. Register of Balance Sheet | ||
| k. Register of Disclosure of Interest | k. Register of Disclosure of Interest | ||
| l. Any other registers to be maintained under Companies Act | l. Any other registers to be maintained under Companies Act | ||
| Form MBP 1 | first BM of the Financial years or at the first BM of the any director in which he attends the BOD meeting | first BM of the Financial years or at the first BM of the any director in which he attends the BOD meeting | disclosure of interest |
| form DIR 8 | 01st April of every year and at the time of appointment as director | 01st April of every year and at the time of appointment as director | disqualification of Directorship |
| Auditor Appointment | filing of ADT 1 within 15 days of AGM / appointment date | filing of ADT 1 within 15 days of AGM / appointment date | limit of 20 Companies to be considered for circulars |
