Overview

Every type of company and Limited Liability Partnership LLP needs to file some forms on an annual basis called as annual returns with the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA). Delay or non filing of returns attract heavy penalties with interest. This is called ROC Filing. ROC Filing requires submitting various documents and returns in the prescribed format to the Registrar of Companies. Thus, filing of these returns on time is important. 

What is ROC (Registrar of Companies)?

ROC is a body functioning under the Ministry of Corporate Affairs (MCA). As per section 396 of Companies Act, 2013, the ROC is tasked with registration of all kinds of companies as well as LLP Registration in India. ROC also keeps a regulatory control over the functioning of companies in India. The ROC is also tasked with maintaining the database of all companies registered in India. The ROC also certifies that LLPs fulfill the legal requirements as mentioned in the LLP Act, 2008.

Registrar of Companies also provides the public access to information on any company registered with it, on payment of a prescribed fee. Companies are needed to file annual returns with the ROC. The ROC also plays a crucial role in facilitating and fostering business culture in India. 

Every company is required to get prior approval from the ROC before registration. The ROC issues an incorporation certificate after company registration which serves as a proof of registration of any company. ROC can also strike off any company's name from the database if the need arises. ROC can also start the process for winding up of a company.

What are the Documents Required for ROC Filing?

• List of shareholders of company with details of holdings
• Details of company board obtained from the company records
• Copy of Article of Association and Memorandum of Association which are drafted before the company’s registration and contain the aims and objectives of the company
• Copy of Board Resolution of Company which is a formal document of Board’s decision. 
• Audit Report from appointed Company Secretary
• Details of Balance-Sheet which is a summary of financial balances of a company
• Details of income statement or Profit & Loss Account. It is the  financial statement of a company and reflects the company's revenues and expenses during the given period. 
• Details of Annual Return This contains details of return generated on an investment. 
• Details of Cost Audit Report This contains the verification of cost accounts and checking on the adherence to cost account plan of the company. 
• Details of Tax return of previous year
• Copy of Partnership Deed of LLP
• Details of penalties or offenses, if any. 
• Copy of Digital Signature Certificate or DSC of directors which is obtained from the certifying authorities
• Copy of Director Identification Number or DIN of Directors obtained from MCA portal.

What is the Importance of ROC Filing?

Companies should ensure that their ROC filings requirements are up to date, accurate and in compliance with the Companies Act 2013. Non-compliance of ROC filing can lead to fines, penalties, interest over fines and also legal action against the company’s directors. ROC filing also helps to maintain updated and accurate company records, commitment to legal compliances and reflect credibility and transparency from the company's end point. Below we will discuss in detail the importance of ROC filings:

• Managing Company Records: Timely ROC filing keeps company’s records updated and accurate. This includes details of shareholders, directors, financial statements, and other relevant information.
• Legal Compliance: ROC filing is a legal necessity and non-compliance will lead to penalties and legal action. Companies Act 2013 states all companies that are registered in India must regularly file Annual financial statements and Annual returns with the ROC. 
• Facilitating Business Operations: Timely ROC filing is also necessary for seamless business operations, like generating orders, securing funds, getting loans, opening of bank accounts and facilitating contracts with suppliers and clients. 
• Credibility and Transparency: Punctual ROC filings projects a company’s commitment to credibility and transparency. It is also recommended to maintain trust and goodwill of stakeholders like consumers, investors, suppliers and lenders. It also projects the company's positive image in the market. 

Due Date For ROC Filing

All companies are required to file the Annual Return within 60 days and the Audited financial statement in 30 days from the conclusion of the Annual General Meeting (AGM), as prescribed by the Companies Act 2013.

Law Governing the ROC Filing

• Filing of an Audited financial statement with the ROC is governed by Sections 129 and 137 of The Companies Act, 2013 and by the Rule 12 of the Company (Accounts) Rules, 2014. 

• Annual Returns filing with the ROC is governed under Section 92 of the Companies Act, 2013 and Rule 11 of the Companies (Management and Administration) Rules, 2014.

What is the Procedure for ROC filing?

The procedure for ROC filing is as follows:

1. Hold Second Board Meeting: After the first board meeting, hold another Board Meeting to approve the draft Annual returns, financial statements and Board reports prepared by auditor/company secretary. 
2. Conduct the Annual General Meeting: Now Conduct the AGM and pass the required resolutions. The financial statements are deemed final only after the shareholders approve them at the AGM. 
3. Conduct a Board Meeting: First of all conduct a board meeting for the following purposes: 

• To Authorize the appointed auditor for Preparing financial statements according to Schedule III of the Companies Act, 2013.
• To Authorize both the Company Secretary or the Company’s Director to prepare the Annual Return and Board Report as per the Companies Act, 2013.

ROC Filing Process on MCA Portal

• ROC filing process is carried on the MCA portal in the following manner:
• Visit the Ministry of Commerce website.
• Navigate to MCA services menu, select the Company E-filing, and click on the Company Forms Download.
• Download the forms MGT-7 and AOC-4 from the MCA website.
• Fill in the appropriate E-forms applicable to your Company and attach the required documents.
• Move to Check form and Attach the Digital Signature Certificate (DSC) of the Director and practicing professional if applicable and cross verify all particulars.
• Now log in on the MCA portal with your credentials. Create a profile if not already created.
• After login, upload the signed E-forms.
• After successfully uploading the form, the system will generate a Service Request Number (SRN). 
• Now a payment window will open. For payment, two options are available. You can either choose the Pay Later option and save the challan generated and pay the fees within the due time. Or you can also Pay the fees using either internet banking option or a debit or credit card and save the payment challan for further reference.

Forms Required for ROC Filing

• Following forms are required for ROC Filing on the MCA portal:
• Form ADT-1 Required for Auditor Appointment
• Form AOC-4 Required for Filing of Annual Accounts
• Form MGT 7 Required for Filing of Annual Returns
• Form CRA-4 Required for Filing Cost Audit Report
• Form MGT-14 Required for Filing of resolutions with MCA related to approval of Annual Accounts and Board Report

Conclusion

As we have seen, ROC filing is a long process which requires a lot of formalities to be fulfilled including appointment of auditor, conducting general meetings, filing various returns round the year etc. It requires filing a number of forms which must be filled carefully to avoid any mistakes. It is a strict legal process and hence all the requirements must be taken care of by certified professionals only to ensure accuracy of procedure and documentation. 

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