Annual ROC Filing

Annual ROC (Registrar of Companies) filing is a mandatory compliance process for all companies registered under the Companies Act, 2013 in India. This filing provides a summary of a company’s financial and operational details, shareholder structure, and any major changes in the company during the financial year. Timely and accurate filing is essential to maintain a company’s active status and avoid penalties.

Purpose of Annual ROC Filing:

  1. Transparency: Annual ROC filing ensures that the company’s financial and operational details are accessible to regulatory authorities and the public, enhancing transparency.
  2. Legal Compliance: Filing with the ROC is a statutory requirement for all companies to remain in compliance with the Ministry of Corporate Affairs (MCA).
  3. Company Status: Ensures that the company maintains an active and compliant status, avoiding risks of fines, legal issues, or even disqualification.

Compliance Requirements:

  1. Filing of Annual Return:
  1. The company must file an annual return summarizing its activities, structure, and changes for the year.
  2. Form MGT-7 is used for this purpose and must be filed within 60 days of the company’s Annual General Meeting (AGM).
  3. Key details include shareholding structure, principal business activities, directors, and other relevant company details.
  4. Filing of Financial Statements:
  1. The company must submit its financial statements, which include the balance sheet, profit and loss statement, and other financial documents.
  2. Form AOC-4 is used to file the financial statements and must be submitted within 30 days of the AGM.
  3. A Director’s Report and Auditor’s Report must be attached to the financial statements.
  4. Certification Requirements:
  5. Certain classes of companies, including private companies with a specific turnover or paid-up capital, must have their annual return certified by a practicing company secretary.

Documentation Required:

  • Form MGT-7: Contains details about the company’s directors, shareholders, registered office, and changes during the year.
  • Form AOC-4: Includes the financial statements, Director’s Report, and Auditor’s Report.
  • Director’s Report: Summarizes the company’s performance and disclosures for the year.
  • Auditor’s Report: A certified review of the company’s financial position and accounting practices.
  • Financial Statements: Balance sheet, profit and loss statement, and other relevant documents.
  • Board Resolution: Approving the financial statements and filing of annual return.

Process:

  1. Preparation of Financial Statements and Annual Return:
  1. Prepare the financial statements as per the prescribed accounting standards.
  2. Review the Director’s Report and Auditor’s Report.
  3. Approval of Financial Statements:
  1. The board of directors reviews and approves the financial statements before presenting them at the AGM.
  2. Shareholders approve the financial statements at the AGM.
  3. Filing with ROC:
  1. File Form AOC-4 with the financial statements within 30 days of the AGM.
  2. File Form MGT-7 with the annual return details within 60 days of the AGM.
  3. Ensure all supporting documents are attached and submitted to the ROC.

Charges:

  • Professional Fees: ₹3,000 – ₹8,000, depending on the company size and complexity.
  • Government Fees: Varies based on the company’s authorized capital and type of entity. Delayed filings incur additional charges and penalties.

Timeline:

  • Filing Deadline for Financial Statements (Form AOC-4): Within 30 days of the AGM.
  • Filing Deadline for Annual Return (Form MGT-7): Within 60 days of the AGM.

Penalties for Non-Compliance:

  • Late Filing Fees: Companies that miss the filing deadlines are subject to late fees, which accumulate daily.
  • Penalties for Continued Non-Compliance: Repeated delays can result in additional penalties, prosecution of directors, and even disqualification.
  • Impact on Company Status: Failure to file can lead to the company being marked as non-compliant, which affects credibility and may hinder business operations.

Benefits of Compliance:

  • Avoids Legal Consequences: Timely filing ensures the company avoids fines, penalties, and possible legal action.
  • Maintains Good Standing: Compliance with ROC filing requirements upholds the company’s active and compliant status with the MCA.
  • Enhanced Credibility: Transparent filings build trust among stakeholders, investors, and business partners.
  • Risk Mitigation: Avoids risks of director disqualification or other punitive measures from the ROC.

By following the requirements for annual ROC filing, companies maintain a positive legal standing and support better corporate governance. Regular compliance also enhances the company’s reputation and instills confidence among shareholders, investors, and regulatory authorities.