The Registrar of Companies/ROC is a government body that works under the department of the Ministry of Corporate Affairs but falls under the Central Government of India. It deals with the administration and registration of companies and Limited Liability Partnerships in India, as it has the power to approve the applications related to company registrations and their compliance. The ROC has the authority to regulate the provisions of the Companies Act, 2013 along with the Limited Liability Partnership Act,2008.
All the records and registers of the companies and LLPs are maintained by the ROC. Every business entity, no matter whether a one-person company, a private limited company, or a Limited Liability Partnership, have to file returns and all the records to the ROC in whose jurisdiction their registered office falls. The ROC is appointed in different states and union territories to register the companies as well as LLPs. In India, currently, there are a total of 25 ROCs, and every ROC has its own jurisdiction and they can register only those companies and LLPs that fall under its jurisdiction.
What is ROC Filing/ROC Annual Return Filing in India?
All Indian companies are required to file audited financial statements and annual returns with ROC every year under sections 129, 137, and section 92 of the Companies Act, 2013. Failure to comply with the regulations may result in penalties and fines for the Company or its Directors. The audited financial statements and annual returns of the Company should be filed within 30 days and 60 days from the date of the conclusion of the Annual General Meeting.
Thus, it is significant for the company’s management personnel to be aware of all the essential compliances for the company and make sure to file these vital documents on time. The Company needs to file the following documents with the ROC every year:
Annual Return
The annual return of the company is filled in the Form MGT-7 or Form MGT-7A and it comprises of all the significant information about the company at the end of a financial year.
Financial Statements and Other Documents
All the companies are required to file their financial statements along with mandatory attachments in Form AOC-4 every year. If the company has not adopted the financial statements in an Annual General Meeting, then unadopted financial statements should be filed within 30 days of the AGM.
Benefits of ROC Annual Return Filing
Filing financial statement and annual returns not only saves the company from hefty fines and penalties, but also provides a plethora of other benefits such as:
- The financial position of the Company is cleared, as annual return filing consists of the compilation of the Company’s total accounts for the entire year.
- It also helps in improving the creditworthiness of the Company as it acts as a proof of the financial position of the company
- Companies that are regularly filing with the ROC have proof of their existence.
- The record for the Company’s existence is updated by the government based on the ROC filings of the company.
- The Company that fails to file annually for a long time is regarded as fake, and the name of the company may be struck off by the ROC.
- Regular ROC filing helps them in being compliant that protect them from any legal complications.
- The company’s directors are saved from getting disqualified due to the non-filing of financial statements and annual returns.
- Companies with regular compliance history get quick approval for any new ventures like joint ventures with a foreign entity, share listings, mergers, and IPO.
Procedure for ROC Annual Return Filing
Companies need to maintain a Book of Accounts – All companies must prepare their books of accounts in the predetermined format as per the provisions of the Companies Act, 2013 to have control over the business and to conform to the law. The Books of Accounts and viable accounting framework also allows Directors to know whether the company is running in profit or loss. With a legitimate Book of Accounts and administrative filing, companies can handle GST Return Filing, TDS return, and assessment forms in a hassle-free manner.
Preparation of Financial Statement
Financial statement is a statement that provides information about the company’s financial position, performance, and changes in the financial position as well as includes a balance sheet, profit and loss account along with other statements and notes.
Appoint Auditor
All the companies need to appoint a Auditor, who should be a qualified chartered accountant or even a firm of chartered accountants can be delegated as the Auditors of the Company to get their financial statements audited. The Auditor of the company is autonomous and is not inclined toward the company. The appointment of the Auditor is usually done in the Annual General Meeting (AGM) for a period of 5 years and may be re-appointed after the appointment ends. If the previous auditor resigns in the middle of the accounting year, then a casual vacancy is created and the company needs to appoint another auditor by holding a board meeting.
Statutory Audit of Financial Statement
Every private limited company as per the Companies Act 2013 needs to appoint an Auditor to conduct the audit of the company within 30 days of its registration. The Auditor’s report contains information on various aspects of the company like inventories, fixed assets, internal controls, internal audit standards, statutory dues, and others by following the auditing standards the Institute of Chartered Accountants of India has recommended it.
A statutory audit is an examination of records held by the company and it involves analyzing different financial records or other areas. During the audit process, reports of the company with respect to revenue or return on investment, expenditure, and other things are included. The objective of this audit is to assess whether the company’s funds have been properly handled and all the filings and records are accurate. This audit is intended to help discourage crimes like misappropriating funds by conducting professional third-party routine scrutiny on various documents. If the auditor is not satisfied with the information provided in the financial statements of the company, then the auditor can mention them as qualifications in its report.
Conduct Annual General Meeting
According to the Companies Act, 2013, all companies with the exception of One Person Company have to conduct Annual General Meeting every year. For a newly incorporated company, the first Annual General Meeting must be held within a year and a half from the date of its incorporation. In this meeting, the audited financial statements of the Company along with the reports of the Auditor and Directors are presented before the shareholders of the Company. The members after being satisfied with the Company’s financial statement shall approve the same by voting..
Annual Filing of Company with the Registrar
After the conclusion of the annual General Meeting and adoption of the audited financial statements by the company, the audited financial documents must be documented with the Registrar. The filing of the audited financial statements of the company to the Ministry of Corporate Affairs is known as the filing of annual returns that should be documented within 30 days and 60 days from the date of the annual general meeting.
ROC E-Filing Process on MCA Website
The ROC e-filing process can be carried out by first visiting the MCA website and then performing the following steps:
- To begin, select “MCA services,” then “e-filing.
- Download company forms AOC-4 and MGT-7A by selecting “company forms download”
- Fill out the form with the necessary information and attach any relevant documents
- Upload the e-form after pressing the check form button, affixing the Digital Signature Certificate then click on the prescrutiny button
- Now login on to the MCA website with your credentials
- Upload the e-forms
- After uploading you will get a service request number and the option to visit the payment window
- Make use of the SRN to keep track of transaction status
Why choose Ucomply for ROC Filing in India?
Businesses well understand the significance of ROC filing in India but may find difficulty in following the filing process. Several consultancy companies like Ucomply are operating to ease the legalities and technicalities of ROC filing in India. Some of the reasons behind choosing Ucomply for ROC filing include:
Sound Legal Assistance
With the expertise of the team of their legal professionals, we are able to handle legal work for innumerable companies. By leveraging our knowledge of the legal framework, we execute the ROC filing in an easy and hassle-free manner.
Qualified and Experienced Team
Ucomply’s team comprises of highly qualified chartered accountants, company secretaries, lawyers, and business administrators enabling it to offer entire gamut of professional and advisory legal services in India.
One-stop Destination for ROC Compliance and Filling
Within a short time, Ucomply has emerged as a one-stop destination for companies by helping businesses in meeting their ROC filing and other compliances. The entire process of ROC filing will be handled by our experts and we will absolve all the worries of companies regarding the ROC filing.
FAQs of ROC Filing
Why is ROC required?
ROC’s approval is essential for every company to come into existence, as ROC provides an incorporation certificate that is conclusive evidence of the existence of any company. Registrar of Companies has a register of records regarding companies that are registered with them, as it plays a vital role in fostering and facilitating business culture. No company can have existence by itself, and they need to have an incorporation certificate issued by the Registrar of Companies after the finalization of several statutory requirements.
What happens if is the forms are not filed?
If any company that fails to complete the ROC filing, then the company and the directors are liable for heavy fine and penalties upto Rs. 50000. In case of further failing in filing the annual return, then a fine of Rs. 100 per day is imposed subjected to a maximum of Rs. 5,00,000 as penalty. If ROC is not filed or delayed, then it can have major effects on the company along with the directors of the company including
On the Directors
If the directors of the company fail to file Form MGT-7A as well as AOC-4 for three consecutive years, then they will be disqualified to be re-appointed in the same company or any other company for the next five years.
On the Company
If the company fails to file the annual ROC for continuously two years, then the Registrar of Companies assumes that the company is closed or has dormant status. The ROC can send a notice to the company to hear their reasons and in case of failure of the same, the ROC will strike off the company.
Who is responsible for filing ROC?
Every Company and its Directors are responsible for filing ROC annually with the Registrar of Companies under sections 129 and 137 of the Companies Act, 2013. It is basically required to check its compliance with the various laws and their provisions. It is the legal responsibility of the company to file forms with the ROC within the specified due dates. Failing to do so will impose a huge penalty.
Is ROC filing mandatory every year?
Yes, ROC filing is mandatory every year. It is mandatory for every company to file the forms, audited financial statements, returns, and documents with the Registrar of Companies, as it helps the ROC and government to understand how the company is working during the financial year.
When should an annual return be filed?
All companies registered in India have to prepare and file an annual return with the Registrar of Companies. An annual return has to be filed within 60 days from the date of an annual general meeting and it can be filed with the digital signature of the Director of the Company and the digital signature of the Chartered Accountant auditing the company or a company secretary certifying that all legal compliances have been met.