✅ Statutory Audit under Companies Act, 2013 – Complete Guide
(With AGM, Board Meetings, Financial Statements, New Company Compliances, ROC Fees & Penalties)
📌 What is a Statutory Audit?
A Statutory Audit is a legal audit of a company’s books of accounts conducted by a Chartered Accountant to verify that the financial statements present a true and fair view in accordance with the Companies Act, 2013.
✅ Applicability of Statutory Audit
Statutory audit is mandatory for all companies, including:
- Private Limited Companies
- Public Limited Companies
- One Person Companies (OPC)
- Section 8 Companies
- Nidhi/Producer Companies
There is no exemption based on turnover, capital, or profits.
🆕 Compliances for Newly Incorporated Companies
Within 30 Days of Incorporation:
| Compliance | Form | Details |
|---|---|---|
| Appointment of First Auditor | Not mandatory to file ADT-1 (Board appoints) | Within 30 days of incorporation |
| Registered Office Verification | INC-22 | Within 30 days of incorporation |
| Declaration of Commencement of Business | INC-20A | Within 180 days of incorporation |
| First Board Meeting | Board Minutes | Within 30 days of incorporation |
Additional Notes:
- PAN & TAN are auto-generated during incorporation via SPICe+
- Bank Account must be opened to deposit paid-up capital
- Statutory registers to be maintained
🏛️ Annual General Meeting (AGM)
- First AGM: Within 9 months from end of financial year (only if the company is incorporated before Jan 1)
- Subsequent AGMs: Every year within 6 months of F.Y. end
OPCs are exempt from AGM requirement.
🧑💼 Board Meetings Requirements
| Type of Company | Minimum Board Meetings per year |
|---|---|
| Private Company | 2 (Min. 90 days gap) |
| Public Company | 4 (One every quarter) |
| Small Company / OPC | 2 |
Financial statements must be approved in a Board Meeting.
📄 Financial Statements (Sec 129)
Must include:
- Balance Sheet
- Profit & Loss Account
- Cash Flow Statement (except OPC, Small Co.)
- Notes to Accounts
Signed by:
- Two Directors (including MD if any)
- Company Secretary, if appointed
📑 ROC E-Filing – Forms & Due Dates (FY 2024-25)
| Form | Purpose | Due Date | Applicability |
|---|---|---|---|
| ADT-1 | Auditor Appointment | 15 days from AGM | Mandatory for appointment in AGM |
| AOC-4 | Financial Statements | 30 October 2025 | All companies |
| MGT-7 / 7A | Annual Return | 29 November 2025 | All companies |
| INC-20A | Commencement of Business | Within 180 days | Newly incorporated Cos |
| DIR-3 KYC | Director KYC | 30 September 2025 | For directors with DIN |
| DPT-3 | Return of Deposits | 30 June 2025 | If applicable |
| MBP-1 / DIR-8 | Disclosure of Interest | First Board Meeting | Directors |
💰 ROC Filing Fees (AOC-4, MGT-7, ADT-1)
➤ Filing Fees (based on authorized capital):
| Authorised Capital | Normal Fee (Per Form) |
|---|---|
| Upto ₹1,00,000 | ₹200 |
| ₹1,00,001 – ₹4,99,999 | ₹300 |
| ₹5,00,000 – ₹24,99,999 | ₹400 |
| ₹25,00,000 – ₹99,99,999 | ₹500 |
| ₹1 crore or more | ₹600 |
➤ Late Filing Fees (as per MCA):
- ₹100 per day per form
- No cap: Continues till form is filed
- Additional penalties if default continues
Example: 30 days delay in AOC-4 = ₹3,000 penalty + normal fee
🧾 Income Tax Filing
| Requirement | Details |
|---|---|
| ITR Form | ITR-6 |
| Applicability | All companies (except Section 11-exempt) |
| Tax Audit | Required if turnover > ₹1 Cr (business) or > ₹50 L (profession) |
| Tax Audit Report | Form 3CD (CA files via e-filing portal) |
| Due Dates | |
| • Tax Audit Report | 30 September 2025 |
| • ITR Filing | 31 October 2025 |
❌ Consequences of Non-Compliance
➤ Failure to file ROC forms:
| Default | Penalty |
|---|---|
| Late AOC-4 | ₹100 per day (no max cap) |
| Late MGT-7 | ₹100 per day (no max cap) |
| Not filing INC-20A | ₹50,000 + ₹1,000/day for default |
| AGM not held | ₹1 lakh + ₹5,000 per day |
| Auditor not appointed | Company + Officer liable (₹25,000 to ₹5 lakh) |
➤ Income Tax Non-Compliance:
| Default | Penalty |
|---|---|
| Late ITR Filing | ₹5,000 u/s 234F |
| Late Tax Audit | ₹1,50,000 or 0.5% of turnover (u/s 271B) |
➤ Disqualification of Director:
If the company fails to file financials/annual return for 3 consecutive years, directors get disqualified under Sec 164(2).
❓ FAQs – Statutory Audit, New Company Compliance, ROC Penalties
Q1: Is statutory audit mandatory for a new company with zero transactions?
Yes. Even if no business was done, statutory audit is mandatory.
Q2: What if a company doesn’t file INC-20A?
It cannot start business operations. Registrar may strike off the company.
Q3: Is there any waiver on late fees for small companies?
No. Late fees apply uniformly to all types of companies.
Q4: Can ROC penalties be waived?
Only in rare cases via Condonation of Delay under Section 460, and subject to MCA approval.
🏁 Conclusion
Every company—from day one—must ensure timely statutory compliance with the Companies Act, including statutory audit, board meetings, ROC filings, AGM, and tax filings. Failing to comply not only attracts heavy penalties but can also result in disqualification of directors and company strike-off.