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.
Due dates for ROC filing for the FY 2019-2020
|Name of the E-form ||Purpose of the E-form ||The due date for filing ||The due date for the FY (2018-2019) |
|Form ADT-1 ||Auditor appointment ||15 days from the date of the conclusion of the annual general meeting (AGM). ||14th October of 2020 |
|Form AOC-4 and Form AOC-4 CFS ( for Consolidated Financial Statements). ||For filing the Annual Accounts. ||30 days from the date of conclusion of the AGM |
For One Person Company, within 180 days from the date of the end of the financial yea
|29th Oct 2020 |
|Form MGT-7 ||For filing the Annual Return ||60 days from the date of the end of AGM || |
|Form CRA-4 ||For filing the Cost Audit Reports ||30 days from the date of receipt of the Cost Audit Report. ||30 days from the date of receipt of the Cost Audit Report. |
|Form MGT-14 ||Filing the resolution taken in Board report and Annual Accounts ||30 days from the date of the end of the Board meeting ||30 days from the date of the end of the Board meeting. |
|MSME Form 1 ||Half-yearly return with the registrar, for the outstanding payments to micro and small enterprise ||Within the month for each half of the year. ||31st October of 2020 (from April 2020 to September 2020) |
30th April of 2020 (from October 2019 to March 2020)
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)
- 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.
- 15 days from the date of the conclusion of the AGM.
Checklist for Form AOC-4 (Due Date within 30 days of the AGM):
- 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.
- 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
- 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.
- 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).
- 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
- Details of the establishment of a vigilant mechanism for both the directors and employees.
- Nomination and Remuneration Committee.
- Particulars related to loans, guarantees or investments.
- Details of contracts or arrangements with related parties
- Managerial Remuneration:
- 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)
- Company PAN
- Primary business activities of the company.
- Particulars of holding, subsidiary, joint venture, and associate company.
- Number of members, promoters, and debenture
- 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.
- 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 filing 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
|Name of E-Form ||Purpose ||Attachments ||The due date for filing ||Applicability |
|Form ADT-1 ||For appointing the auditor ||It consists of an appointment letter and confirmation letter. ||15 days from the date of conduct of AGM ||A private company, public limited company, one-person company, and listed companies |
|Form AOC-4 and Form AOC-4 CFS ||Filing of Annual Accounts ||Board Report along with annexures like MGT-9, CSR Report, AOC-2, Corporate Governance Report, a Secretarial Audit Report, etc.. as per the nature of Company and financial statements ||30 days from the date of the AGM (In case of OPC within 180 days from the close of the financial year) ||Private Company, Public Limited Companies, One Person Company |
|Form AOC-4 (XBRL) ||Filing of Annual Accounts in XBRL mode ||An XML document of financials of the Company ||30 days from the date of conduct of the AGM ||Listed companies and their Indian subsidiary(or) a public company With paid-up capital less than or equal to 5 crores (or) With turnover greater than or equal to100 crores |
|Form MGT-7 ||Filing of Annual Return ||List of shareholders, debenture holders, Share Transfer, MGT-8 ||60 days from the date of AGM. ||Public Limited Companies, Listed Company, One Person Company, and private entities |
|Form CRA-4 ||Filing of Cost Audit Report ||An XML document of the Cost Audit report ||30 days post the date of receipt of Cost Audit Report (CAR) ||Companies determined as per The Companies (Cost Records and Audit Rules), 2014 |
|Form MGT-14 ||Filing of resolutions with MCA about the approval of Board Report and Annual Accounts. ||A certified true copy of the resolution. ||30 days from the date of conduct of concerned Board Meeting ||Public Companies and other Listed Companies. |
Not for private companies.
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.
As per section 134 of the companies act, the person who had signed the director’s report should sign the annexure of the director’s report. There should not be any variation between them.
As per the companies act, 2013, every AGM should be conducted physically, not through video conferencing. But the financial statements of the company can be approved through video conferencing.
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