EAZTAZBIZ – Making Easy Business & Taxation

ROC Compliance

ROC Compliance

Adhering to the regulations set forth by the Registrar of Companies (ROC) under the Companies Act, 2013, is non-negotiable for any registered business entity in India. From mandatory annual filings to crucial event-based changes, ensuring timely and accurate submissions is vital for maintaining your company’s active status, avoiding penalties, and upholding corporate governance.

Our ROC Compliance Services provide comprehensive support for all your company secretarial needs. We simplify complex procedures, from filing your annual returns and financial statements to managing changes in directorship, registered office address, or authorized capital. With our expertise, you can confidently navigate the regulatory landscape, allowing you to focus on your core business operations while we ensure your compliance is always in order.

(FAQs) about ROC Compliance

A1: For most companies, the primary annual compliance filings are:

  • Form AOC-4 (Filing of Financial Statements): Due within 30 days from the date of the Annual General Meeting (AGM).
  • Form MGT-7/7A (Annual Return): Due within 60 days from the date of the Annual General Meeting (AGM).
  • Form DPT-3 (Return of Deposits): Due by June 30th every year.
  • DIR-3 KYC (Director KYC): Due by September 30th every year for every individual holding a DIN.

The AGM itself must be held within 6 months from the end of the financial year (i.e., by September 30th for a financial year ending March 31st).

A2:

  • Director Addition/Appointment: Form DIR-12 must be filed within 30 days of the appointment. This form is used for appointing new directors.
  • Director Cessation/Resignation/Removal: Form DIR-12 must be filed by the company within 30 days of the director's cessation. Additionally, the resigning director may also file Form DIR-11 within 30 days of their resignation to intimate the ROC.

Change of Director's Residential Address: Form DIR-6 must be filed by the director to update their residential address with the MCA.

A3: The process and forms depend on whether the change is within the same city/state/ROC jurisdiction or involves shifting to a different state or ROC jurisdiction.

  • Within the same city/state/ROC jurisdiction: A Board Resolution is passed, and Form INC-22 is filed with the ROC within 30 days of the resolution.
  • Within the same state but different ROC jurisdiction: Requires a Special Resolution, filing of Form MGT-14 (within 30 days of resolution), and approval from the Regional Director via Form INC-23. Once approved, Form INC-28 (for RD order) and Form INC-22 (for address change) are filed.

From one state to another: This is a more complex process involving a Special Resolution, filing of Form MGT-14, Central Government approval, newspaper advertisements, and filings like Form INC-22, INC-23, and INC-28.

A4: Increasing the authorized share capital generally involves:

  1. Checking Articles of Association (AoA): Ensure your company's AoA permits an increase in authorized capital. If not, the AoA must first be altered.
  2. Board Meeting: Pass a Board Resolution to propose the increase and call for an Extraordinary General Meeting (EGM).
  3. Extraordinary General Meeting (EGM): Pass an Ordinary Resolution by shareholders to approve the increase in authorized share capital and to alter the Memorandum of Association (MoA).

ROC Filing: File Form SH-7 with the ROC within 30 days of passing the ordinary resolution. This form intimates the ROC about the increase and the alteration to the Capital Clause of the MoA. Stamp duty, based on the increased capital, is also payable. Private companies are generally exempt from filing Form MGT-14 for the resolution to increase capital.

A5: The penalties for late filing of ROC forms, especially annual compliance forms like AOC-4 and MGT-7/7A, can be significant. The Ministry of Corporate Affairs (MCA) levies an additional fee of ₹100 per day of delay per form. This penalty is in addition to the normal filing fees and can accrue substantially, with no upper limit for the daily penalty. Moreover, non-compliance can lead to:

  • Disqualification of directors for a period of 5 years (if a company fails to file annual returns/financial statements for 3 consecutive financial years).
  • The company being marked as "Active Non-Compliant" (ANC) or even struck off the Register of Companies by the ROC.
  • Prosecution of the company and its officers in default.

Receive the quality care you need with in-office financing. Call us today to learn more!

Partner with EazTaxBiz – Simplifying Business & Tax for Your Growth

Scroll to Top