Ridhi Karan & Associates

Audit & ROC Compliance

What is ROC Annual Filing

All you need to know

Every company registered in India, including private limited, limited company, one person company and section 8 company must file annual returns with ROC every year. It requires conducting of an Annual General Meeting and filing annual accounts with ROC. AGM must be held within 6 months from the end of the financial year i.e. 30th September every year. In case of new companies, first AGM should be held within 18 months from the date of incorporation or 9 months from the close of financial year whichever is earlier. Companies Act 2013 mandates that your financial year should start from 1st April and end on 31st March.

Annual return consists of information and documents that include the Balance Sheet of the Company, Profit & Loss Account, Compliance Certificate, Registered Office Address, Register of Member, Shares and Debentures details, Debt details and information about the Management of the Company. The annual return would also disclose the shareholding structure of the Company, changes in Directorship and details of transfers of securities.

 What is ROC compliance of company?

The annual ROC compliances are detailed reporting of the business procedures that every registered company/LLP in India should submit within the due date prescribed in the Companies Act, 2013 and Companies Rules. The companies/LLP must file the ROC forms with ROC without fail, or else they will have to pay a penalty.

 What is ROC audit?

A Report on Compliance (ROC) is a form that must be completed by all Level 1 Visa merchants undergoing a PCI DSS (Payment Card Industry Data Security Standard) audit. A Level 1 merchant is one who processes over 6 million Visa transactions in a year.

 Usually, a company is required to file three forms with ROC:

  • ROC Form MGT 7: which contains details of shareholding structure, change in directorship and details of the transfer of shares during the year if any. Due date for ROC Form MGT 7 would be 28th Novemberthat is 60 days from the conclusion of AGM.
  • ROC Form AOC4: which contains details and annexure relating to Balance Sheet of the Company, Profit & Loss Account, Compliance Certificate, Registered Office Address, Register of Member, Shares and Debentures details, Debt details and information about the Management of the Company. The due date for ROC Form AOC 4 would be 29th October i.e. 30 daysfrom the conclusion of the AGM.
  • ROC Form ADT 1: is filed for auditor appointment. The due date for ROC Form ADT 1 would be 14th Octoberwithin 15 daysfrom the conclusion of AGM.

Penalties for Non compliance in company return filing:

Non-filing of Annual returns entail hefty penalties. These are over and above normal fees charged by MCA and there is no way to reduce the penalties.

Why E-Taxwala as Service Provider for Your Company Annual Filing?

Entire team of E-Taxwala consists of Highly qualified CA, CS, Lawyers and business administrators. E-Taxwala would be a one stop destination for Company Compliance / ROC Compliance and filing and entire gamut of Professional and advisory services in India. E-Taxwala has also come up with E-Retainer Concept, which is more than just Virtual CFO Services. Our Retainership Packages will absolve you of all worries of taking care of book-keeping, returns filing, advisory, HR, Payroll, Vendor Management and many other legal compliances.

Mandatory Annual Compliances

We have developed some of the mandatory agreements that a private Limited company must ensure:

  • First Board Meeting

First Meeting of Board, along with Directors, is expected to be held within 30 days of Incorporation of Company. Declaration of BM must be sent to each director at least seven days ere the meeting.

  • Subsequent Board Meetings

Minimum of 4 Board Meetings to be checked every year with not more than 120 days gap within two meetings.

  • Filing Of Acknowledgement Of Interest By Directors

Every director at:

  1. The first meeting in which he engages as director; or
  2. The first meeting of Board in each FY; or
  3. Whenever there is a variety in disclosures shall reveal in Form MBP 1 (along with a list of relatives and attention of relatives in the Company as per RPT definition), his interest or interest in any company, body corporate, organizers/firms or other organization of individuals (including shareholding interest). Form MBP‐1 shall be kept in the documents of the Company.
  • First Auditor

the BOD shall designate the first Auditor of the Company within 30 days of Incorporation who shall continue the office till the completion of 1st AGM. In the matter of First Auditor, filing of ADT-1 is not necessary.

  • Subsequent Auditor

The BOD shall delegate the Auditor Auditor in first AGM of Company who shall hold the position till the conclusion of 6th AGM and shall notify the same to ROC by filing ADT-1. The capacity to submit Form ADT 1 is that of the Company and not of the Auditor Auditor within 15 days from the time of appointment.

  • Annual General Meeting

Every Company is needed to hold an Annual General Meeting on or before 30th September every year during working hours (9 am to 6 pm). On a day that is not a general public holiday and either at the certified office of the Company within the city, town/ village where the certified office is positioned. A 21 bright days’ notice is required to be given for the same.

  • Filing Of Annual Return (Form MGT-7)

Each and every Private Limited Company is expected to file its Annual Return within 60 days of operating of Annual General Meeting. Annual Return will be for the time’ 1st April to 31st March’.

  • Filing Of Financial Statements In (Form AOC-4)

Each and every private Limited Company is expected to file its ‘Balance Sheet’ along with a statement of ‘Profit and Loss Account’ and ‘Director Report’ in this Form in 30 days of holding of ‘Annual General Meeting’.

  • Statutory Audit Of Accounts

Each and every Company should prepare its Accounts and get the exact audited by a Professionals/Chartered Accountant at the end of the Financial Year mandatorily. The Auditor should provide an Audit Report and the Audited Financial Statements to file it with the Registrar.

Event-Based Compliances

Even based compliances are those who get triggered upon following of certain events like change in directors, change of registered office, change in approved share capital etc. Hence, it is essential that the happening of such events get tracked, and docility met with on time to avoid penalties or additional fees. Some of the Event-based agreements are mentioned below, along with the time limit:

Actions

Form No.

Phase Limit

Change in registered office

INC-22

 

Within fifteen days from the date of such change

Change in Directors or KMP

 

DIR-12

 

Within 30 Days of such change

Increase in Authorized Share capital

 

SH-7

 

Within 30 days of passing Ordinary Resolution

Filing of resolution and agreements

 

MGT-14

 

Within 30 days from date of passing resolution

Increase in Paid up share capital (Issue of security)

PAS-3

Within fifteen days from the date of the allotment

Change in secured borrowing (Creation, modification and satisfaction of charge)

CHG-1

All types of Charges within 30 days of its creation

Application for KYC of Directors

 

DIR-3 KYC

 

On or before 30th April of immediate next Financial Year (Annual Compliance)

ACTIVE (Active Company Tagging Identities and Verification)

INC-22A

On or before 25th April 2019 (Applicable to all companies registered before 31st December 2017)

Declaration of Commencement of Business

INC-20A

Within a period of 180 days of the date of incorporation of the company. (Applicable to companies incorporated after 2nd November, 2018.)

 Other ROC Filing Due Date/ ROC Compliance

Below are the other MCA forms that are to be filed to adhere to ROC Compliance.

MCA Forms

ROC Filing Due Date

Form INC-20A

Within 180 days from the date of incorporation of the company.

DIR-3C

Within 15 days of receiving intimation of DIN inform the Registrar.

DIR-3B

Within 30 days of allotment of DIN inform the companies in which he/she is a director.

Form INC-6

Within 6 months of exceeding the OPC threshold limit.

Form INC-22

Within 30 days from the date of incorporation of the company if the registered address is not mentioned in the incorporation form.

Form INC-22

Within 15 days of any change in the situation of the registered office of the company.

Form SH-7

Within 30 days of passing the resolution for alteration or increase in share capital or redemption of preference shares.

Above we saw the ROC filing due date for FY 2020-21 for the various forms. Now, we will discuss each MCA form in detail, who should file it and the purpose of filing the form.

Firstly we will discuss the forms filed by a company registered under the Companies Act, 2013. These forms are to be filed by Private and Public companies.

 Tax Audit Report

A tax Audit Report is a report provided typically by a Chartered Accountant after conducting a tax audit of a company. He has to provide the findings of his tax audit in the Audit forms. Section 44AB specifies the applicability of tax audits to certain taxpayers. The Tax audit report may be furnished either in Form 3CA or Form 3CB. Furthermore, Form 3CD has to be furnished along with these forms.

Audit report under section 44AB of the income tax act, 1961 in form 3CA is furnished in the case where the accounts of the business or profession of a person have been audited under any other law other than the income tax act. Audit report under section 44AB of the income tax act, 1961 in form 3CB is furnished in the case where the accounts of the business or profession of a person are not required to be audited under any other law but audited under the income tax act. Additionally, the auditor has to furnish form 3CD which is a statement of particulars in detail.