ROC Compliance

ROC Compliance

ROC stands for Registrar of Companies which is an office under the Indian Ministry of corporate affairs that deal with the administration of the Companies Act, 2013. ROC has been appointed under section 609 of the companies act covering the various States and Union Territories are vested with the primary duty of registering companies and LLPs floating in the respective states and the Union Territories and ensuring that such companies and LLPs comply with statutory requirements under the act. The office of ROC functions as registry records, related to the companies registered with them, which are available for inspection by members of public on payment of the prescribed fee. Moreover, there are currently 22 Registrars of companies (ROC) operating from offices in all major states of India.
Besides, the central government exercises administrative control over these offices through the respective Regional Directors. It is important to comply with all compliances applicable to your company to avoid penalties and fines.

Types (Mandatory compliances and penalty)

Compliance to be done When is this to be done? Penalty for non-compliances
1.Issue of share certificate The company must issue the share certificate to its shareholders within two months of its incorporation or new allotment.
  • Company:Fine from Rs.25000 which may extend to Rs.500000
  • Directors: Fine from Rs.10000 which may extend to Rs.100000
2.Statutory Registers 7 to 8 Mandatory Registers to be maintained and updated from time to time
  • Penalty:Rs. 50,000 which may extend to Rs. 3,00,000 and
  • Further fine: Rs. 1,000 day for which the default continues.
3.Board Meeting Compliances
  • 1st board meeting within thirty days of date of incorporation.
  • One Board Meeting to be held in each quarter of the financial year.
  • Minutes of meeting to be prepared, Notice of Meeting should be given
  • Attendance Register of every meeting to be maintained.
  • Company:Fine from Rs. 25,000 and
  • Directors in default: liable to a penalty of Rs. 5,000.
  • Non-compliance in Issue of Notice of Meeting, Director shall be liable to a penalty of Rs. 25,000.
4.Annual General Meeting (AGM) Compliance
  • AGM to be held every yearFine from Rs. 25,000 and
  • Minutesof AGM should be given in advance.
  • Noticeof AGM should be given in advance.
  • Attendance Register of every General meeting to be maintained.
    Default in holding AGM:
  • Company and Directors:in default shall be punishable with fine which may extend to Rs. 1,00,000 and
  • Rs. 5,000 for every day of delay
  • Minutes Book Maintenance:
  • Company:Penalty up to Rs. 25,000
  • Directors in default:shall be liable to a penalty of Rs. 5,000.
5.Annual ROC Filings
w.e.f 01/04/2014
  • Filing Annual Return (MGT-7)
  • Filing Financial Statements (AOC-4)
  • ADT-1 (Auditor Appointment)
  • Every company is required to file its Annual Return (MGT-7) with the ROC within 60 days of AGM.
  • The Financials (AOC-4) also to be filed within 30 days of AGM.
  • The Auditor Appointment (ADT-1) to be filled within 15 days from the AGM.
  • Additional ROC Filing Fees:Up to 12 times of normal filing fees for each Form separately i.e. MGT-7, AOC-4 & ADT-1 (Depending on the Delay time)
  • Company:Shall be punishable with fine of Rs. 50,000 which shall extend to Rs. 5,00,000 and
  • Director in default: shall be punishable with imprisonment up to 6 Months or with Minimum Fine of Rs. 50,000 which may extend to Rs 5,00,000 or with both.

FAQ's

    As a part of Annual e-Filing, Companies incorporated under the Companies Act, 1956 are required to e-file the following documents with the Registrar of Companies (ROC):
    • Balance-Sheet: Form 23AC to be filed by all Companies*
    • Profit & Loss Account: Form 23ACA to be filed by all Companies
    • Annual Return: Form 20B to be filed by Companies having share capital
    • Annual Return: Form 21A to be filed by companies without share capital
    • Compliance Certificate: Form 66 to be filed by Companies having paid up capital of Rs.10 lakh to Rs. 5 crores

Public companies must hold an AGM each year. There is no legal requirement for a private company to hold an AGM but the company's articles may require it to do so. A private company can pass resolutions of its shareholders either at a general meeting or by means of a written resolution.

An Extraordinary General Meeting (EGM) is any meeting other than the AGM in which business relating to company's management are transacted. It can be held on any day excluding national holiday, in business hours only. It can be held on any day including national holiday, and any time during a day.

Shorter Notice may be given to the shareholders of a Company for convening General Meeting be it Annual General Meeting (AGM) or Extra-Ordinary General Meeting (EGM). Detailed provisions under the Companies Act 2013 are described below.

Short notice means at least 21 days clear notice to be served on to call a general meeting of shareholders of companies.

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