Annual Filing of ROC Returns – Points to keep in mind
Annual filing of ROC – The Ministry of Corporate Affairs (“MCA”) is an independent regulatory set-up for entities registered under the Companies Act, 2013 and other allied Acts, Bills, and Regulations which bounds them, makes companies responsible to strictly pay attention to the compliance matters, and reporting matters as and when applied…
Filling compliance is necessary to avoid penalties and severe actions of authorities against the company.
About – Annual Filling with Registrar
Annual Filing with the Registrar of Companies (“ROC”) is a mandatory requirement on the part of companies registered under the Companies Act, 2013. The MCA department timely issues updated directions and guidelines to aware the companies to file their annual returns. In case the compliance, the fine, imprisonment, and /or both will attract on the company and/ or the officer in default.
The companies must file certain documents on an annual basis for reporting purposes:
- Audited Financial Statement (Section 129 and Section 137 read with Rule 12 of the Company (Accounts ) Rules,2014 )
The audited Financial Statements approved by the members of the company within 30 days of such Annual General Meeting (AGM), in case the financial statements are adopted by the members;
Rule 12: Filling of Audited Annual Statements with ROC with required fees:
The following points are highlighted in the Rule 12 which are as follows:
- Every company is required to file e-form AOC-4for filing of annual statements with ROC,
- Further, in the case of a company having a subsidiary, or associate company, the filing shall be made using e-form AOC-4 CFS for submission of consolidated statements if any.
- And, for a specific class of companies notified by the government to mandatory file their financial statements in Extensible Business Reporting Language (XBRL) format.
- To pay the requisite fees to the Registrar under Section 137(1) as per the Company ( Registration Offices and Fees ) Rules, 2014, which usually depends on the paid-up capital of the company.
- Annual Return (Section 92 as read with Rule 11 of the Companies (Management and Administration) Rules, 2014) with ROC within 60 days from the Annual General Meeting held in the company.
Rule 11: For filing of Annual Return with Registrar:
- Every company to file its Annual Return with the Registrar using e-Form MGT-7.
- For companies with
a.) paid-up capital of 10 crores or more;
b.) turnover of business of 50 crores or more ;
to file an annual return with ROC using e-form MGT 8 after receiving certification from a Company Secretary (CS).
Procedure for Annual Return Filing with ROC
The following process is to be followed to proceed with the filing of AOC -4, i.e., the financial statements and the Annual Return i.e., MGT-7 or as the case may:
- Prepare the Board Meeting notice, agenda, notes for the business to be discussed by the company secretary of the company or the person authorized by the directors.
- Send the Notice to all the directors and the documents shall be sent prior to 7 days (7 days clear notice) of meeting their registered address.
- Conduct Board meeting to authorize the auditor and the Directors of the company for preparation of financial statements and Board reports being submitted to ROC.
- Conduct another board meeting which is for finalizing drafted financial statements and Board reports. (Refer Section 134)
- Final Annual General Meeting (AGM) to be held to pass necessary resolutions for the final submission of drafts to the ROC.
Mandatory E-forms for Annual Filling with ROC
| e-Form | Purpose |
| ADT-1 | Form ADT 1 is only be required to be filed with ROC within 15 days of holding annual general meetings in case of appointment, re-appointment of the auditor.
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| AOC-4 | For filling of audited annual statements, the Form AOC -4 is to be filed within 30 days of holding an annual general meeting And in the case of One Person Company (OPC), the form AOC 4 is to be filed within 180 days from the date of the annual general meeting. ). |
| AOC-4 CFS | For Filling of Consolidated Audited Annual Statements within 30 days of Annual General Meeting
And in the case of One Person Company (OPC), the form AOC 4 CFS is to be filed within 180 days from the date of the annual general meeting.
The AOC -4 CFS requires details with regard to financial statements and consolidated financial statements along with other documents.
|
| AOC-4 (XBRL) | For filling of Audited Annual statements in XBRL Format within 30 days of Annual General Meeting is applicable on following specified companies:
1) Listed Companies with subsidiaries 2) Public Companies, as follows: Ø With paid-up capital of Rs 5 crore or more. Ø With business turnover equal or above Rs 100 crore. (Ref: Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015)
|
| MGT-7 | For filling of Annual Return within 60 days of Annual General Meeting, with the Registrar.
The required enclosure is a List of Shareholders for the period ended on 31st March, 20xx.
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| MGT-8 | For filling of Annual Return within 60 days of Annual General Meeting for a special class of companies notified in Rule 11 of the Companies (Management and Administration) Rules, 2014.
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| CRA-4 | For filling of Cost Audit Report with Registrar for the Companies notified under Rule 3 (Application of cost records) of
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| MGT-14 | For filling of the resolution passed in the Annual General Meeting for approval of the board for submission of the final draft of statements to ROC by all companies except private companies.
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Things to Know
- A clear notice of 21 days is to be issued to all members to notify for the conduct of the Annual General Meeting and 2 days (48hours)in case the notice is sent by post.
- The company filing an annual return with Registrar shall have to keep all its books of accounts and required returns at the registered office or anywhere in the city where the registered office of the company is situated.
- In case the company fails to file his annual return with ROC with required reports and declarations, it shall be charged with a fine of not less than fifty thousand which may extend up to Rs 5 lakh or even imprisonment of the officer found in default. (Section 92 – Chapter VII of Companies Act, 2013).
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Also Read: Code on Wages, 2019