ROC Related Regular Compliance
In India, corporate compliance is a continuous process that requires businesses to meet various legal, regulatory, and statutory requirements on both an annual and regular basis. Compliance ensures that companies operate in accordance with the laws and regulations prescribed by the government and other regulatory authorities. Below is an overview of annual and regular corporate compliance for businesses in India.
Companies registered under the Companies Act 2013 must adhere to annual ROC compliance to avoid penalties. This article outlines crucial dates and necessary forms for fulfilling compliance obligations. Proper disclosure of director interests, timely payment to MSME vendors, and filing of annual accounts and returns are pivotal to regulatory adherence. Additionally, adherence to director KYC norms and AGM obligations is imperative for maintaining statutory compliance and corporate governance standards.
To stay compliant with the Registrar of Companies (ROC) in India, all registered companies, including private limited companies, must meet a set of regular annual and event-based requirements. These filings are handled through the Ministry of Corporate Affairs (MCA) portal.
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Annual ROC compliances
1. Annual General Meeting (AGM)
• The first AGM must be held within nine months of the end of the company's first financial year.
• One Person Companies (OPC) are exempt from holding an AGM.
2. Filing of financial statements (Form AOC-4)
• XBRL filing: Companies with a paid-up capital of ₹5 crore or more, or a turnover of ₹100 crore or more, must file their financial statements in XBRL format.
3. Filing of annual return (Form MGT-7/MGT-7A)
• Form MGT-7A is a simplified version of the annual return for small companies and OPCs.
• The annual return provides information on the company's shareholding structure, directorship, and other key details.
4. Director's KYC (Form DIR-3 KYC)
5. Return of Deposits (Form DPT-3)
6. MSME Form-1 (Half-Yearly Return)
7. Maintenance of statutory registers
Event-based ROC compliances
Filings are triggered by specific company events. Examples include:
Reporting director appointments or resignations (Form DIR-12) within 30 days.
Filing charge-related forms (CHG-1/CHG-4) within 30 days of creation, modification, or satisfaction of a charge.
Filing certain board resolutions (Form MGT-14) within 30 days.
Reporting changes in authorized share capital (Form SH-7) within 30 days.
Filing share allotment details (Form PAS-3) within 30 days.
Filing auditor appointment details (Form ADT-1) within 15 days of the AGM.
Recent changes in ROC compliance
Recent MCA amendments aim to enhance corporate governance and transparency. Notable changes include the migration of annual filing forms to the V3 portal and enhanced disclosure requirements. ROCs are also increasing enforcement against non-compliance.
Penalties for non-compliance
Failure to comply with ROC requirements can lead to penalties. These include daily late fees for forms like AOC-4 and MGT-7/7A. Non-filing of annual returns for three consecutive years can result in director disqualification and potential company strike-off by the ROC.