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ROC Filings
Annual Compliance for Companies
Every company registered under the Companies Act, 2013 is legally required to maintain proper records and file annual returns and financial statements with the Registrar of Companies (ROC). Non-compliance with ROC filing requirements may lead to heavy penalties, disqualification of directors, and even striking off of the company.
ROC filings ensure transparency, legal standing, and help maintain corporate governance. Whether you’re running a Private Limited Company, Public Limited Company, One Person Company (OPC), or a Section 8 Company, timely and accurate ROC filings are a statutory obligation.
Key ROC Filing Requirements
The ROC filing process typically includes two essential annual filings:
1. Form MGT-7 (Annual Return)
Contains company details including shareholders, directors, changes in capital, etc.
Due Date: Within 60 days of holding the Annual General Meeting (AGM).
2. Form AOC-4 (Financial Statements)
Covers the company’s balance sheet, profit & loss account, cash flow statement, and auditor’s report.
Due Date: Within 30 days of the AGM.
3.Other Important ROC Forms and Their Purpose
| Form | Purpose | Due Date |
|---|---|---|
|
ADT-1 |
Appointment of Auditor |
Within 15 days of AGM |
|
DIR-3 KYC |
KYC of directors |
By 30th September each year |
|
DIR-12 |
Appointment/Resignation of Director |
Within 30 days of event |
|
SH-7 |
Change in authorized capital |
Within 30 days of resolution |
|
PAS-3 |
Allotment of shares |
Within 15 days of allotment |
|
MGT-14 |
Resolutions passed by board/shareholders |
Within 30 days |
|
DPT-3 |
Return of deposits or transactions not considered as deposits |
30th June annually |
ROC Filing Process
Step 1: Financial Statement Preparation
Finalize accounts, including profit and loss, balance sheet, and notes to accounts.
Step 2: Auditor Certification
Statutory auditor audits and signs off financial statements.
Step 3: Board & Shareholder Meetings
Hold Board Meeting and AGM (except for OPCs).
Step 4: File ROC Forms
File required forms such as AOC-4, MGT-7, ADT-1 on MCA portal.
Step 5: Compliance Tracking
Maintain registers, meeting minutes, resolutions, and track filing acknowledgements.
Recent Amendments and Key Updates
Higher Penalties for Non-Filing: Penalty of ₹100 per day per form for delayed filing; no upper cap.
DIR-3 KYC Mandatory Every Year: Even if there is no change in details.
Disqualification of Directors: Failure to file annual returns for three consecutive years results in disqualification.
OPC Relaxation: OPCs are now allowed to file annual returns without mandatory AGM.
Form CSR-2 Mandatory: For companies required to comply with CSR provisions under Section 135.
Frequently Asked Questions
A Private Limited Company restricts the transfer of shares and limits the number of shareholders to 200. It cannot raise funds from the public. A Public Limited Company, on the other hand, can offer shares to the general public and must have at least seven shareholders with no upper limit. Public companies must comply with stricter regulations under the Companies Act, 2013.
A Limited Liability Partnership (LLP) is a hybrid business structure combining features of a partnership and a company. It provides limited liability to its partners, meaning their personal assets are not at risk for business debts. Unlike a company, an LLP does not require compliance with extensive regulations.
The key difference is liability protection. In a partnership firm, partners are personally liable for business debts, whereas in an LLP, liability is limited to the extent of the partners’ contributions. Additionally, LLPs are governed by the LLP Act, 2008, while partnerships are regulated under the Indian Partnership Act, 1932.
A company has shareholders and directors, while an LLP has partners managing operations.
A society is a non-profit organization registered under the Societies Registration Act, 1860, for charitable, cultural, religious, or educational purposes.
A trust is a legal arrangement where assets are held by a trustee for the benefit of beneficiaries. It is governed by the Indian Trusts Act, 1882.
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