What is RoC Compliance?
RoC or Registrar of Companies is an office under MCA that deals with the administration of the Companies Act, 2013. RoC has been appointed under Section 609 of the Companies Act. It is the duty of the RoC to ensure private limited companies and limited liability partnership companies comply with the statutory requirements of the Act. RoC functions as registry records related to the companies registered with them.
There are 22 Registrars of Companies spread across India.
What are the mandatory RoC compliance filings for a Private Limited Company?
Here is a quick checklist of all the compliance:
- Board Meeting
There should at least be four board meetings conducted in a calendar year and in case of a private company the number is two. 1/3rd of the total number of directors or minimum 2 whichever is greater should be present at the meeting and be intimated at least 7 days prior about the agenda of the meeting. Minutes of the board meeting are to be kept at the registered office of the company.
- Annual General Meeting (AGM)
One AGM should be held every year and a gap of 15 months should exist between two AGMs. The purpose is to discuss financial statement, appointment of auditor, declaration of dividend, remuneration, etc.
- Appointment of the Auditor (Form ADT-1)
Companies must appoint their First Auditor within 30 days of incorporation. The First Auditor will be appointed for five years and the appointment must be filed using Form ADT-1. When an auditor is appointed by the company then within 15 days from the date of the Annual General Meeting, form ADT-1 is to filed with the registrar of the company.
- Director Disclosure
All the directors of the company are required to fill the form MBP-1 to disclose their interest in any other company. Such disclosure is to be made every year on the first Board Meeting.
Further, in case of appointment of a new director qualification of the director is to be taken as a declaration. Every Director of the Company in each financial year has to file with the Company disclosure of non-disqualification in Form DIR-8
- Accounts to be audited by a statutory auditor
For preparing/verifying the annual report and financial statement and to get the financial report audited, company should have a statutory auditor who shall compulsorily audit the same.
What is the list of RoC compliance?
- Filing of Form Annual Returns (Form MGT-7)
- Every company has to file Form MGT-7 within 60 days from the date of conducting Annual General Meeting. It should contain the following information:
- Details of the meeting (Board meeting or members meeting)
- Registered office and principal place of business along with other holdings and associate companies
- Debenture holders/members including the changes made
- Key managerial personnel, Directors and Promoters (mention the changes made)
- Remuneration of Directors and Key managerial personnel
- Details of the legal matters that the company is involved in
- Penalty and fine imposed on the company
- Shareholding pattern
- Debentures, shares and other securities
- Liability or indebtedness
- Certification of compliance matters
- The matter that is filed before the RoC are those which will be open for public inspection in case of any dispute or any matter arising thereof. In case of default in filing the annual return, fine of Rs 100 will be imposed per day for default.
- Filing of Financial Statement (Form AOC-4 )
- This is a mode of communication between the shareholders and the Board of Directors to inform them about their investment and make disclosure of all the financial transactions done. It is to be done within 30 days from the date of the Annual General Meeting. Particulars about the auditor and board meeting should be filed.
- It should include the following:
- Details of the particulars on the Balance sheet. Balance sheet should be disclosed
- Details of the Profit and Loss account
- Details of the Corporate Social Responsibility
- All the Related Party Transactions that the company have entered into
- The audit report and any other miscellaneous transaction (directors report and secretarial audit)
- Statutory Audit of Accounts
- Companies must prepare their accounts and get them audited by a Chartered Accountant at the end of the Financial year. Audit reports and financial statements should be filed with the Registrar.
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- Maintenance of Statutory registers
- Maintaining statutory registers, Minutes of Board Meeting books, Minutes of AGM books, creditors meeting, debenture holder meetings are mandatory.
- Other non-RoC compliance
- In addition to the above-mentioned mandatory compliance filings some of the non-RoC
Compliance for private limited companies are:
- TDS/TCS payment
- GST payment and GST filing
- Other payments of periodic dues
- Filing of quarterly TDS returns
- Advance tax payment
- Filing of IT returns
- Filing of tax audit reports
- Tax audits
Why should a Private Limited Company file RoC compliance?
For any default in RoC compliance, the company and the officers responsible for such non-compliance shall be penalized for the period of default. Fine imposed will be on a daily basis and will be imposed for the period for which default continues. Further, in case of delay filing an additional fee is to be paid. To maintain shareholders and public trust, bring the company to a competitive advantage, to get regular returns on the investment made Private limited Company also known as small company or any other company should follow their mandatory RoC compliance. Compliance act as an asset for the business and to avoid Confusion Company is required to maintain a register to fill in all the statutory change.
What is the Annual Compliance for Private Company?
A Private Company is an entity enjoying a separate identity which requires maintaining its active status through the regular filing with MCA. For every company, it is compulsory to file an annual return and audited financial statements with MCA for every financial year. The RoC filing is mandatory irrespective of the turnover, whether it is zero or in crore. Whether a single transaction is undertaken or none, annual compliances for private limited are mandatory for every registered company.
Both the forms are filed to report the activities and financial date for concerned Financial Year. The due dates for annual filing of a company are based on the date of the Annual General Meeting. The continuous failure may lead to the removal of the company’s name from RoC’s register, including disqualification of directors. Also, it has been observed that MCA has actively taken bold steps for dealing with any such failures.
Benefits of Annual Compliance
- Raising Company’s Credibility
Compliance of law is the primary requirement for any business. The date of the company’s annual return filing displayed on the Master Data on MCA portal. Government tenders, loan approval or for similar other purposes, the regularity in compliance is a major criterion to measure the credibility of an organization.
While pulling funds for a company from the investors, the investors demand all financial records and date before finalizing the proposal. The investors may either approach the company directly or can also check the financial records from the MCA portal. Investors also tend to favour the companies with regular compliance records.
Maintain Active Status and avoid penalties
Continuous failure in filing the return turns the company status to default and charges it with heavy penalties. The company may also be declared as defunct or removed from the RoC. The concerned directors are also disqualified and debarred from their further appointment. Since July 2018, an additional fee of ₹100 for each day of delay will be levied till the date of filing.
Documents required for Annual Filing of company
- Incorporation Document
- PAN Card, Certificate of Incorporation and MoA – AoA of Private Company
- Audited Financial Statements
- Financial Statements must be audited by independent auditor
- Audit Report & Board Report
- Independent auditor’s report and Board report must be provided
- DSC of Director
- Valid and active DSC of one of the directors must be provided.
- ALL BUSINESS REGISTRATION(OTHER THAN COMPANY)
- COMPANY REGISTRATION & COMPLIANCES.
- INCOME TAX RETURN AND ITR NOTICES AND SCRUTINY CASES.
- ESI, PF, MSME, STARTUP REGISTRATION.
- AUDITING SERVICES.
- DIGITAL SIGNATURE (DSC)
- IEC CODE AND ISO REGISTRATION.
- ROC AND ANNUAL COMPLIANCES
- GST RETURNS AND REGISTRATION, E-WAY BILL AND COMPLIANCES.
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