Whether compliance with ROC is mandatory to Company?

Registrar of Companies (ROC) is the official agency that deals with administration of Companies Act 1956 and it falls under Ministry of Corporate Affairs.  All the Companies incorporated under the Companies Act, 1956 are mandatory required to file various forms, returns and documents with the Registrar of Companies (ROC) in an electronic mode within the prescribed time along with the prescribed fees.

What are the various ROC Compliances Companies have to do?

Companies have to Comply with ROC by filing various return, forms and documents and these could be categorized in two heads.

• Annual compliance filling – Compliances which are required to be made once in a year by all the companies incorporated under the Companies Act, 1956.

• Other Compliance filling – Compliances which are required to be made from time to time on various events.

What is Annual Compliance Filing?

As a part of Annual Filing, Companies incorporated under the Companies Act 1956, are required to file the following e-Forms with the Registrar of Companies (ROC):

Form 23AC               : For filing Balance Sheet by all Companies
Form 23ACA           : For filing Profit & Loss Account by all Companies
Form 20B                  : For filing Annual Return by Companies having share capital
Form 66                      : For filing Compliance Certificate by Companies having paid up capital of Rs. 10 lakh – Rs. 2 crore
Form 21 A                  : For filing Annual Return by Companies not having share capital

What is the due date for filling of annual return?

Form 66, 23AC, 23ACA should be filed within 30 days from the date of AGM. Form 20B should be filed within 60 days from the date of AGM.

What are the various events in which compliance with ROC is required?

Given below is the list of few events in which compliance with ROC is required:

• Change in Authorised / Paid up Capital of the Company.
• Allotment of new shares / transfer of shares / invitation to subscribe for shares.
• Issue of shares to the Directors / employees of the Company.
• Subdivision of face value of the shares of the Company.
• Investment in share / other securities. Giving Loans to other Companies.
• Change in composition of the Board of Directors.
• Appointment of Managing / whole time Director and payment of remuneration.
• Payment of remuneration to Director / his relative / firm of the Director etc. are contracting with any of the above.
• Loans to Directors / Members or to firms / companies where they are partner / members respectively. Giving loans to Companies under same management.
• Opening / closing of bank accounts or change in signatories of Bank account.
• Change in terms of the Loan taken earlier.
• Full payment of the amount of loan taken against the property of the Company.
• Acceptance of deposits from Directors / members of their relatives.
• Executing the documents under the common seal of the Company.
• Sale or purchase of the fixed assets of the Company.
• Entering into new business / Partnership.
• Alteration of memorandum and articles of association of the company.
• Doing the business with a non resident or a foreign citizen.
• Convening the meetings of the Company. Submission of the resolution to any other third party / any authority, maintenance of board meeting minutes book.
• Maintenance of minutes of general meetings and its attendance.
• Amalgamation of the Company with other company.
• Shifting the registered office of the Company from one place to other.
• Appointment or change of the Statutory Auditors of the Company.
• Agreement entered by the shareholders of the Company where Company is a Party.

What is the penalty imposed if a Pvt. Ltd Co. fails to file annual return on time?

As per Section 162 of the Companies Act, 1956, if a Company fails to comply with the provisions of Section 159, then the Company and every officer who is in default shall be punishable with fine for the period for which default continues.

Can an Annual filing e-Forms already filed be revised?

Yes, revised filing of all Annual filing e-Forms except Form 23AC/ACA can be done in respect of the Forms already filed but the fees for subsequent revised filing shall be charged, assuming it as a new filing.

How to know the status of e-forms filed with ROC?

On Successful e-filing and payment of e-form a SRN (Service Request Number) is provided and with the help of this number one can view the status of transaction using the “Track your transaction status” link in the website of MCA. Moreover, once the form has been approved by the concerned official of the Ministry, one will receive an email regarding the same and the status of the form will get changed to Approved. In case the status is other than approved, necessary action need to be taken.