?unique=da6b385)
What is the full form of ROC filing in India?
In India, the ROC filing standards for the Annual Returns filing of an Incorporated entity with the Registrar of Companies.
Can ROC annual compliance be counted as a mandatory procedure?
Yes. Annual filing ensures transparency in the working of the companies. Since it is a mandatory requirement, companies cannot hide their financial information. The Annual Filing provides various company information such as the Company's business activities, capital structure, cash flow, liquidity and profitability, transactions with related parties, etc.
What is ROC filing in India?
Annual filing or the ROC filing is the submission of companies' financial and non-financial information to the Companies Regulatory Authority, i.e., the ROC (Registrar of Companies) of the concerned state where the Company's registered office is situated within the stipulated time period.
Under which Form ROC issues certificate of incorporation in case of Registration of a company?
INC-11 Form is used for issue of certificate of incorporation in case of Registration of a company
Which Form is used to intimate ROC about the change in Name of the company?
Company shall intimate ROC in the Form INC-24 along with the prescribed fees in case of change in the name of the Company.
Which Form is used to intimate ROC about the change of registered office of the company outside the jurisdiction of Registrar?
Company shall make application in Form INC-23 along with fees in case of change of registered office of the company outside the jurisdiction of Registrar.
Which form is used for preparation of Information memorandum in case of Company?
Form PAS-2 is used for preparation of Information memorandum in case of Company.
Which form is used for Filing return of allotment with ROC?
Form PAS-3 is used for Filing return of allotment with ROC within 30 days.
Which form is used for Private Placement Offer cum application letter?
Form PAS-4 is used for Private Placement Offer cum application letter.
What are the main ROC filings required for a Private Limited Company?
The key ROC filings include:
|
Form |
Purpose |
Due Date |
|
AOC-4 |
Filing of Financial Statements |
Within 30 days of AGM (Usually by 30th October) |
|
MGT-7 |
Filing of Annual Return |
Within 60 days of AGM (Usually by 29th November) |
|
DIR-3 KYC |
Director KYC Submission |
30th September every year |
|
DPT-3 |
Return of Deposits |
30th June every year |
|
ADT-1 |
Appointment of Auditor |
Within 15 days of AGM (Usually by 14th October) |
What is the process of ROC filing for a Private Limited Company?
The ROC filing process involves the following steps:
· Gather Financial Documents: Balance Sheet, Profit & Loss Statement, and other financial reports.
· Conduct Board Meeting & AGM: Get approval of financials and resolutions.
· Preparation of Forms: Filing forms like AOC-4, MGT-7, etc.
· CA/CS Certification: Required in some cases for authentication.
· Submission to MCA Portal: Online submission through the MCA website.
· MCA Acknowledgment: MCA issues a confirmation once forms are successfully filed.
What documents are required for AOC-4 filings?
The documents required for AOC-4 (Financial Statements) filing are:
· Audited Balance Sheet
· Profit & Loss Account
· Directors’ Report
· Auditors’ Report
· Notes to Accounts
What documents are required For MGT-7 (Annual Return) filings?
The documents required For MGT-7 (Annual Return) filing are:
· List of Shareholders & Shareholding Details
· Details of Directors and KMP (Key Managerial Personnel)
· Changes in Directorship, if any
· Other Statutory Disclosures
What are the penalties for late ROC filings?
The late fees depend on the form and period of delay. Some penalties include:
· AOC-4: ₹100 per day of delay
· MGT-7: ₹100 per day of delay
· DIR-3 KYC: ₹5,000 per director for non-filing
· DPT-3: Late fees as per slab rates (minimum ₹2,000)
· ADT-1: ₹300 per month of delay
What are the mandatory internal compliances of Private limited company?
Mandatory Private Limited Company Internal Compliance are:
· Appointment of 1st Auditor: The BoDs are required to appoint an auditor within 30 days of Company Incorporation. A Private Limited Company that fails to appoint an auditor is liable to pay a penalty. Further, the Company will not be allowed to start a business. He or She is required to stay in the office till the completion of the 1st Annual General Meeting (AGM).
· Subsequent Auditor: This auditor is appointed to monitor the fair dealings of a Company in terms of its financial position. He or She is appointed in the 1st AGM & continues to stay in the same position till the 6th AGM. According to the Companies Act, 2013, a Subsequent Auditor is appointed by the filing Form ADT-1.
· AGM (Annual General Meeting): Annual General Meeting or AGM is one of the most vital Annual Compliance for Private Limited Company. At the Annual General Meetings, the Board of Directors of the Company is required to present its true financial position to the shareholders. Annual General Meeting is required to be organized on/before 30th Sep every Financial Year (F.Y.) during working hours of the Company. Also, the Annual General Meeting shouldn’t be held on public holidays or after business hours. It must be held at the registered office after issuance of notice of at least 21 days.
· Board Meeting: The 1st Board Meeting is required to be held within 1 month or 30 days of its incorporation. Four Board Meetings are required to be held in each Financial Year. Also, one should note that the gap between 2 consecutive meetings cannot be more than 120 days. Declaration of Board Meetings is to be duly informed to each Director at least 7 days before the meeting date.
· Director Disclosure: All Private Limited Companies in India are required to file Form MBP-1 to disclose their interest in other entities or companies annually on the 1st Board Meeting of every year.
· Filing of Financial Statements: Every Private Limited Company is required to file their financial statements i.e., Profit & Loss Account and Balance Sheet along with the Director’s Report by filing Form AOC-4 within 30 days of holding the Annual General Meeting.
· Annual Returns Filing: Every Private Limited Company in India must file their Annual Returns within a time span of 60 days of holding the AGM. This can be done by filing MCA Form MGT-7. Failure to file Annual Returns levy a penalty from the due date of non-filing.
· Director KYC: Directors having DIN or Director Identification Number with active status are required to file DIR-3 KYC yearly as per the Companies Rules. Failure to file Director KYC will lead to inactive DIN status on the MCA portal. Also, remember that no form of Private Limited Company Compliance can be filed if DIR-3 stands deactivated.
· Form DIR-8: This form is required to be filed by every Director of a Private Limited Company during their appointment ascertaining that he or she is not disqualified from functioning as a Company’s Director.
· Commencement of Business Certificate: This Certificate is required to be obtained by every company within 180 days of Company Incorporation. In case a Company fails to attain this Certificate.
What are the event based compliances of Private Limited Company?
Following is the list of event-based compliance for Private Limited Company:
1. Change in the company’s authorized capital or the paid-up capital of the company;
2. Allotment of new shares or transfer of new shares;
3. Giving loans to other companies;
4. Giving loans to directors;
5. Appointment of managing/whole-time Director & their payment;
6. When a bank account is opened or closed, or there is a change in the signatories of a bank account.
7. If there is an appointment/change of the statutory auditors of the company.
Note: It is vital to file different forms with the Registrar for all such events within a specific period. In case of missing out on this, additional fees/penalties might be levied. Therefore, it is vital to meet such compliance on time.
What are the External compliances of Private limited company?
Private Limited Company External Compliance are:
1. Accounting & Payroll
- Accounting
- Employee Payroll
2. Direct Tax
- Corporate Tax
- Transfer Pricing
- Withholding Tax
- Expatriate Taxation
3. Indirect Tax
- Customs Duty
- Goods and Services Tax (‘GST ‘)
Statutory Compliances:
These are the rules and laws passed by the Central or State Government. Following is the list of Statutory Rules that a Company must adhere to:
· The Employees Provident Funds and Miscellaneous Provision Act – 1952 (EPF)
· The Employees State Insurance Corporation Act – 1948 (ESIC)
· The Professional Tax Act (PT) 1975
· The Labour Welfare Fund Act (LWF) 1965
· The Contract Labour (Regulation & Abolition) Act – 1970 (CLRA)
· The Child Labour (Prohibition & Regulation Act), 1986
· The Minimum Wages Act-1948
· The Payment of Wages Act-1936
· The Payment of Bonus Act 1965
· The Maternity Benefit Act of 1961
· The Payment of Gratuity Act 1972
· The Employment Exchange (Compulsory Notification of Vacancies) Act, 1959
· Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013
· The Employees Compensation Act, 1923
· The Factories Act of 1948
· The Trade Unions Act of 1926.
What is the deadline for filing annual financial statements?
The annual financial statements must be filed within 30 days of the AGM.
What is the deadline for filing the annual return?
The annual return must be filed within 60 days from the AGM.
Can the AGM date be extended beyond six months from the end of the financial year?
Yes, but approval from the Registrar of Companies (RoC) is required for an extension.
Are there penalties for late filing of annual returns?
Yes, late filing attracts penalties, which increase with the delay.
Who is responsible for ensuring annual compliance?
The board of directors and company secretary are responsible for ensuring annual compliance.
Can a private limited company hold its AGM outside the country?
Yes, with approval from the RoC, the AGM can be held overseas.
Is it mandatory for a private limited company to appoint an auditor for annual compliance?
Yes, every private limited company must appoint an auditor.
Can a private limited company apply for an extension for filing annual financial statements?
No, there is no provision for an extension in filing financial statements.
What information is required in the annual financial statements?
The financial statements should include balance sheets, profit and loss accounts, and cash flow statements.
Can the AGM be held virtually?
Yes, as per recent guidelines, AGMs can be conducted virtually.
Can a private limited company change its financial year-end?
Yes, it is possible to change the financial year-end, but it requires approval from the RoC.
Is it mandatory for a private limited company to have a company secretary?
Yes, a private limited company must have a company secretary.
Can the AGM date be postponed due to unforeseen circumstances?
In certain exceptional situations, the RoC may grant an extension for holding the AGM.
What records must be maintained for annual compliance purposes?
The company must maintain books of accounts, resolutions, and other relevant documents.
How can I ensure smooth annual compliance for my private limited company?
Engage a qualified company secretary or seek professional guidance to navigate the compliance process effectively.
What is Form MGT-7, and who should file it?
MGT-7 is the Annual Return that every Private Limited Company must file with the Ministry of Corporate Affairs (MCA). It contains details about the company’s shareholding, directors, and general compliance. Due Date: Within 60 days from the AGM.
Can a company file MGT-7 and AOC-4 without holding an AGM?
No, AGM must be conducted unless the company is a Small Company or One Person Company (OPC), which are exempt from holding AGMs.
What is Form DIR-12, and when should it be filed?
DIR-12 is used for appointment, resignation, or removal of directors and must be filed within 30 days of the change.
How many board meetings must a Private Limited Company hold?
At least four board meetings in a year, with a maximum gap of 120 days between two meetings.
What is Form ADT-3, and when is it required?
ADT-3 is filed for the resignation or removal of an auditor and must be submitted within 30 days of resignation.
What is Form SH-7, and when is it required?
SH-7 is filed for alteration in share capital, including an increase in authorized share capital. It must be filed within 30 days of passing the resolution.
What is Form BEN-2, and who needs to file it?
BEN-2 is used to report the details of a Significant Beneficial Owner (SBO) in a company. It must be filed within 30 days of receiving the declaration from the SBO.
What is Form INC-22, and when should it be filed?
INC-22 is filed for change in the registered office within 15 days of the change.
What is Form CHG-1, and when is it required?
CHG-1 is filed for creation or modification of charge (loan/mortgage) on company assets. It must be filed within 30 days of creation/modification.
What is Form DPT-3, and what is its due date?
DPT-3 is a return for reporting outstanding loans, advances, and deposits, and must be filed by 30th June each year.
How can a Private Limited Company be closed voluntarily?
A company can apply for strike-off using Form STK-2 if it has no liabilities and no business operations for two years.
What are the formats of financial statements that need to be filed?
The financial statements of a Private Limited Company include:
· Balance Sheet (Schedule III Format of Companies Act, 2013)
· Statement of Profit & Loss
· Cash Flow Statement (if applicable)
· Statement of Changes in Equity (if applicable)
· Notes to Accounts
Which companies are required to submit a Cash Flow Statement?
Cash Flow Statement is mandatory for all companies except:
· Small Companies
· One Person Companies (OPCs)
What is the due date for filing AOC-4?
AOC-4 must be filed within 30 days from the AGM date. If AGM is not held, it must be filed within 30 days from the due date of AGM (i.e., 30th October).
What is the difference between MGT-7 and MGT-7A?
· MGT-7 → For Private Limited Companies
· MGT-7A → For Small Companies & OPCs (One Person Companies)