ROC filing

What is the ROC?

The Register Of Companies ( ROC ) is an office functioning under the Ministry of Corporate Affairs (MCA), which controls the entire administration of all companies and Limited Liability Partnerships (LLP) in India. The MCA controls and regulates all the entities and LLPs under the Companies Act, 1956 and Companies Act, 2013. The ROC is the authority, which takes care of registration or incorporation of a company in India.

Registering A Company In India

In India, every company requires incorporation approval from the ROC. Once the application for incorporation of the company is made, the ROC will scrutinize the application and provide the incorporation certificate. This incorporation certificate acts as evidence for the existence of any company. Similarly, after the incorporation, if any company winds up, then the ROC is the final authority to strike the name of the company from the registry.

Section 117 of companies act, 2013, states that every resolution passed by the company should be intimated to the ROC within 30 days from the date of passing the resolution. From appointing the directors or managing directors up to the winding up of the company, every information must be conveyed to the ROC.

What Is ROC Filing?

• ROC filing means the filing of audited financial statements, and annual returns, by the company to the ROC.
• Under section 129 and 137 of the Companies Act, 2013, every company should file the audited financial statements with the ROC.
• Similarly, under section 92 of the Companies Act, 2013, the annual returns must be submitted to the ROC.
• The above documents should be filed within 30 days and 60 days from the date of the conclusion of the annual general meeting.

Benefits of ROC filings

Explicit The Financial Position:

• The filing of annual returns consists of the compilation of total accounts of the company for the entire year.
• Filing helps to analyze or determine the financial position of the company. i.e if the company is running in loss or profit.

Proof Of The Existence Of The Company:

• Regular filings with the ROC provides proof of the existence of the company.
• The government will update the record for the existence of the company based on the filings executed by the company.
• The company which has failed to provide annual filings for a long time is considered as fake, or the name of the company can be struck off by the ROC.

Protection Against A Penalty:

• Companies who fail to file annual filings may be charged with penalties. Hence, timely filings will protect the company from the same.
• Appropriate annual compliance will protect the company from any legal complications.

Checklist for ROC filings:

It is always confusing for many people on what are all the forms to be submitted for annual filings. The list of forms that are required are;

• Form ADT - 1 (The Appointment of Auditors)
• Form AOC - 4 (Balance sheet and profit & loss account of the company)
• Form MGT - 7 (Annual Return)

Checklist For Form ADT - 1

Details of auditors:

• Name of the auditor or auditor's firm
• Permanent Account Number (PAN) of the auditor or auditor's firm
• Registration number of auditor’s firm.
• Address of the auditor
• An e-mail ID of the auditor or the auditor’s firm
• Date of Annual General Meeting (AGM)

Attachments:

• CTC of the resolution mentioned on the letterhead of the company.
• The appointment letter of the auditor mentioned on the letterhead of the company
• Consent of the auditor for being appointed. and certificate of eligibility on the letterhead of the firm.

Due date:

• 15 days from the date of the conclusion of the AGM.

Checklist For Form AOC-4 (Due Date Within 30 Days Of The AGM):

Information

• Date of the board of directors’ meeting in which financial statements and boards' report, as well as approved financial statements from auditors,
• Details for principal products or services of the company.

Attachments:

• Balance sheet
• Profit & loss account
• Director report
• Report of the Auditor.
• Notice with regard to AGM.

Details required for Director Report :

• Financial summary of the Company
• Dividend
• Reserves
• A brief explanation regarding the company’s function during the year and state of the company’s affairs, and any change of nature of the business.
• If any, material changes that affect the financial position of the company.
• Details of significant orders passed by the regulators or courts or tribunals.
• Details for the adequacy of internal financial controls about financial statements. (Applicable to listed companies).
• Details of the subsidiary company/joint ventures, and associate companies.
• Performance evaluation and economic position of each of the subsidiaries, joint venture companies, and associate companies enclosed in the consolidated financial statement.
• Deposits
• Statutory Auditors
• Auditors’ Report
• Share Capital
• Extract of the annual return
• The details of technology absorption, conservation of energy, and foreign exchange earnings.
• Corporate Social Responsibility (CSR).
• Directors.
• Changes in any directors and key managerial personnel of the company.
• Declaration of an independent director and the reappointment, if any
• Formal annual evaluation
• The total number of meetings by the Board of Directors.
• Audit committee
• Secretarial Audit Report
• Corporate Governance Certificate, Risk management policy
• Directors’ Responsibility Statement

The Following particulars are required for notice of AGM:

• Date of AGM
• Details of the appointment of directors and resignation of directors during the corresponding financial year.
• Name of the proposed auditor/auditor’s Firm.

Checklist Of Form MGT-7 (Due Date Within 60days Of AGM)

Information:

• Company PAN
• Primary business activities of the company.
• Particulars of holding, subsidiary, joint venture, and associate company.
• Number of members, promoters, and debenture

Attachments:

• List of shareholders, debenture holders
• An Approval letter for the extension of AGM.
• Copy of MGT- 8 ( the paid-up share capital of 10 crore rupees or more or turnover of 50 crore rupees or more)

Following details are required for annual return:

• Primary business activities of the company.
• Particulars of the holding, subsidiary, and associate companies.
• pattern of shareholding.
• Indebtedness.
• Remuneration of directors and key managerial personnel.
• Penalties/ punishment/ compounding of sentence

Procedure for ROC filing

Get Our Legal Assistance To File ROC

The procedure for payroll processing annual accounts and an annual return of the company, can be understood from the following process.

• Hold a Board Meeting, in order to
  Endorsing the auditor for preparing the financial statements as per Schedule III of the Companies Act, 2013.
• Specifying the Director or Company Secretary for preparation of the board’s report and annual return as per the Companies Act, 2013
• Hold a separate Board Meeting for approving the draft financial statements, board report, and annual return by the directors of the company.
• Conduct the Annual General Meeting (AGM) of the Company and plot the necessary resolutions. Financial statements can be considered as final only when the same resolution is approved by the shareholders in the general meeting.

Documents required for ROC filing

Every company has to annex certain documents while filing the ROC. They are

• Balance sheet
• Profit and loss account
• Annual return
• Cost Audit Report

E-Forms required to be filled with ROC

ROC E-Filing process on MCA website

• Download the structures referenced in the above table (for example AOC-4 and MGT-7) from the MCA website under the tab MCA administrations menu - > E-documenting - > Company Forms Download.
• Fill the suitable E-Forms appropriate for your organization and add the pdf or XML reports according to the necessity of the form - > Press Check form===> Annex the Digital Signature of the Director and any Practicing professional (exempted for OPC and small entities) ===> Now do pre-check.
• Get yourself enrolled on the MCA website as a ‘Business User’ or enlisted client. After getting enrolled on the portal, sign in with your ID and password
• After login, go for upload E-forms ===> check for the filled and signed form.
• After uploading the form, the system will generate a Service Request Number(SRN) and go to the payment screen.

You have two choices:

• Pay later and save the challan produced and pay within the due time
• Pay by net banking or credit/debit card and at the same time save the receipt of the challan for future reference.
• After the whole process, you can keep track of the transaction status of your form via SRN under the MCA administration menu. What you have to do is simply put the SRN created in the challan and you will have the option to know whether your form is endorsed or pending for endorsement.

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