ROC Compliance for Private Limited Company: Annual Filing & Compliance

All companies registered under the Companies Act, 2013 are required to regularly file returns and keep records. Your company must file necessary statements with the Registrar of Companies (ROC) and maintain legally required records.

Company ROC compliance issues are not limited to mere submission of one annual form. Depending on the type of your company, you may have to keep statutory registers, prepare financial accounts, submit annual returns, register decisions made by board and shareholders and also submit event based compliance with the MCA.

ROC compliance basically means the statutory annual filing of roc, record keeping, disclosures and the processes that need to be followed by your company in relation to its obligations vis-a-vis the Registrar of Companies. This ensures that the government keeps issuing information pertaining to the business of your company, such as directors of the company, shareholders, share capital or finances in an updated form.

ROC compliance for private limited company generally involves submission of annual returns and event-based filings contingent on certain corporate changes undertaken by the company. The exact requirements depend on various factors such as type of company, its size, activities and exemptions being availed of by it.

By adhering to ROC compliance, you are able to ensure that all company information regarding legal and finance remains up-to-date in the MCA records and prove the compliance with continuing requirements as specified by law.

The process of compliance allows you to achieve the following goals:

• Avoiding unnecessary fees for another filing

• Having appropriate records in the MCA

• Maintaining statutory register

• Completing annual filing process in proper manner

• Decreasing risk of penalties and notices

• Having high-quality corporate records, etc.

In the case of fundraising, restructuring, or accomplishing significant corporate events, ROC Records will help you to carry out the procedure appropriately.

In general, Annual ROC compliance for private limited companies means filing of necessary documentation every year with ROC upon the given time limits.

Among other things, it may require providing other documents needed, depending on a company, such as:

• Financial statements

• Board report

• Auditor report\

• Annual return

• Shareholding information

• Directors’ information

• Statutory register

• Minutes of meetings, etc.

The forms may vary depending on the type of company and other issues.

Form AOC-4

Generally, a company submits its financial statements along with other required documents with the help of the MCA filing system.

Form MGT-7 or MGT-7A

The applicable type of the annual return form is determined by the company's characteristics and eligibility. The annual return provides essential details of the corporate structure and activities of a company.

Director-Related Filings

Companies must assure timely completion of the required director filings with various types of disclosures.

Other Potential Filings

Some companies will have additional requirements according to their income, capital, operations, industry regulations and other criteria.

The process of annual filing have got several steps, they are given below:

Step 1: Review Company Records

We start by reviewing all of your corporate records (such as your prior filings), directors, shareholders, capital structure and anything else that may be relevant to us in understanding who you are.

Step 2: Prepare Financial and Corporate Information

Compile all the relevant financial statements, annual return information and other supporting documents required for filing.

Step 3: Obtain Required Approvals

Where applicable, they have been approved with the necessary procedures from the boards and shareholders.

Step 4: Prepare MCA Forms

These are all of our available ROC forms, filled out using the data from your company’s books as well as relevant legal requirements.

Step 5: Certification and Filing

Where applicable, the relevant professional shall undertake the prescribed certification prior to submission of forms via the MCA portal.

Step 6: Preserve Filing Records

Once successfully submitted, ensure that all of these - the challans, acknowledgements, filed forms and supporting documents are retained by your company’s permanent records.

The Companies Act, 2013 came under the aegis of the Ministry of Corporate Affairs whereas the Registrar of Companies is responsible for keeping records and filing returns of the companies.

The MCA's electronic filing mechanism works for most of the corporate filings. The ROC applicable for the company depends on the jurisdiction of the registered office of the company.

The documents that need to be submitted depend on the structure and filing requirements of the company. Some important documents are:

• Certificate of Incorporation

• Memorandum and Articles of Association

• Financial Statements

• Report of the Auditor

• Report of the Board

• Annual Return Information

• Details of shareholding

• Details of the Directors

• Register of members

• Minutes of Board meetings

• Minutes of the General meeting

• Previous filings with the MCA

• Details of loans/ investments or charges, where applicable

All these documents need to be maintained by the company throughout the year instead of waiting for the time for annual filings.

The timeline for ROC compliance depends on the company’s records, financial statements, approvals and number of filings that you need to do.

The cost of ROC compliance depends on the type of company, number of applicable filings, professional certification requirements and other additional fees.

Note: The government charges can vary according to the applicable forms and the company’s circumstances.

Generally, upon a successful filing of ROC, an electronic acknowledgment & challan is generated for all forms which serve as proof/evidence of submitting that specific form.

It’s suggested to keep such acknowledgments together with submitted forms & supporting documents because they might prove handy while demonstrating compliance to auditors, financiers, etc., for certain purposes (e.g.-due diligence/corporate transactions).

The duration within which one must remain compliant with the Registrar of Companies (ROC) may differ depending on the nature of business activity but broadly speaking, once done once every year thereafter no more requirements apply till further notice from RoC itself.

Annual ROC compliance isn’t necessarily a one-off that will stay valid forever. It requires you to complete all the necessary annual filings relating to your business in each financial year by their prescribed statutory deadlines.

Depending on what’s going on in your organisation, you might find yourself needing to file more than once during the course of your business year (and there are several different scenarios where this could happen). For example, if you have changes in directors, registered office, share capital or other things happening with your corporation, these can create extra company roc compliance demands.

You’re responsible for annual filing as well as monitoring corporate events to fulfill your responsibility for continuing compliance by making necessary filings upon relevant changes.

These may include:

• Appointment or resignation of directors;

• Changes in share capital (allotment or transfer);

• Registered office changes;

• Creation or modification of charges;

• Changes in directors’ particulars;

• Alteration of constitutional documents;

• Certain loans & investments; and

• Other reportable corporate events.

Maintaining an internal compliance calendar helps keep track of all these filings and alerts when there’s a need to make a particular corporate event for filing with ROCs.

You are allowed to make amendments, if incorrect information is present in your MCA records or a corporate event causes a change in the company's particulars, then it may be required that there be the pertinent correction or event-based filing.

You should not rely only on the company's internal records. You must also regularly check for inconsistencies in the MCA master data and statutory registers.

ROC compliance does not have a specific renewal date. Hence, there are annual filings required for each financial year which needs your Due Diligence, along with event-based filings, wherever applicable. In order to continue with ROC compliance, a review of your financial statements, annual return particulars, statutory registers and other business records must be conducted for every financial year.

It would also be necessary to check for any event-based filings that must be completed during the financial year.

There is no single standard fee that must be paid for ROC compliance. The cost will, however, depend on the documents filed and penalties that one must pay for late filings.

The ROC might charge penalties and extra fees under the Companies Act for any late submissions or missed filings, as the penalty will depend upon the nature of the default.

The non-compliance takes away the smooth transition of corporate transactions, including due diligence, financing, and restructuring. Hence, companies should keep checking on the submission dates throughout the year.

The ROC filings can be rejected or resubmitted because:

• Wrong company information

• Mismatch with MCA documents

• Incorrect financial data

• Omission of attachments

• Incomplete forms

• Mistakes in the records of directors or shareholders

• Errors in certification

• Inconsistent statutory records

• Problems regarding prior filing issues.

Prior to filing you can check for inconsistencies and faults.

We assist businesses registered throughout Delhi, Maharashtra, Karnataka, Gujarat, Tamil Nadu, Telangana, Uttar Pradesh, Haryana, Rajasthan, Punjab, West Bengal and other states in ensuring compliance with ROC regulations.

While the legal framework of the Companies Act and MCA applies throughout India, the relevant ROC depends on the jurisdiction of the company’s registered office.

We assist in compliance for various industries including:

• Manufacturing

• Information technology

• Healthcare

• Education

• E-commerce

• Trading

• Logistics

• Real estate

• Infrastructure

• Consulting

• Professional services

Additionally, there may be extra compliance requirements for regulated and specialized industries.

Companyregister.co.in provides thorough ROC compliance services such as document inspection, preparing forms and filing for MCA submissions, compliance with events in the form of filing for compliance documentation, and more.

We help you identify what needs to be filed and how to file it in time. Our team can also prepare a Compliance Report and complete corporate compliance requirements.