Under the ROC Filing Online, every company has to file its annual accounts and annual return as per The Companies Act, 2013 within 30 days and 60 days respectively in a computerized mode along with the prescribed fees or with the number of additional fees in the event of delayed filing.
The various documents, returns, etc. that are required for ROC Forms Filings could be categorized as those which are required to be filed once in a year (Annual Filing Obligations) and those which are required to be filed from time to time with ROC/Central Government as provided under the Act.
General Points to be Kept in Mind
The notice of Board Meeting should be sent to all the directors before 7 days and acknowledgment for the same should be taken. As per Section 134 of the Companies Act, 2013 the financial statement, including consolidated financial statement, if any, shall be signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be the managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director.
As per Section 101 of the Companies Act, 2013, a clear 21 days’ notice for the general meeting shall be given to all the members, legal representatives of any deceased person, auditor, and every director of the company by physical or electronic mode. The notice should also contain the location map of the venue of the general meeting as per Secretarial Standards and should be placed on the website if any. The company shall prepare its books of accounts and keep it at its registered office. If the company chooses to place at any other place, then the company will have to file AOC-5 by passing a board resolution. While uploading the forms, care should be taken that the form is the latest version as provided on the MCA
Registration of companies
No company can come into existence by itself. It requires a certificate of incorporation issued by the Registrar of Companies after the finalization of several statutory requirements. As part of the statutory process, the promoters need to submit several documents to the Registrar of Companies. These documents include Memorandum of Association (MOA), Articles of Association (AOA), the pre-incorporation agreement for appointing directors/ managing directors and the declaration by an authorized person confirming that requirements relating to registration have been adhered to. Same procedure is adopted for One Person Company also.
After authenticating the documents, the ROC inputs the company’s name in the register of companies and releases the certificate of incorporation. The Registrar together with the certificate of incorporation also issues a certificate of commencement of business. A public limited company is required to get this certificate prior to commencing business.
ROC can refuse to register
ROC can refuse to register a company on various grounds. The Memorandum of Association (MOA) which is filled with the registrar comprises five clauses viz. name clause; objects clause; registered office clause; capital clause and liability clause. The registrar needs to ensure that no registration is allowed for companies having an objectionable name. The registrar could also decline to register any company which has unlawful objectives.
The role of ROC after the registration of a company
There is no end to the association of the ROC and a company. For instance, a company might require changing its name, objectives or registered office. In every such instance, a company would have to intimate the ROC after completion of the formalities.
Filling resolutions with the registrar of companies
As per the provisions contained in section 117 of the Companies Act, every resolution is required to be filed with the ROC within 30 days of being passed. The Registrar of Companies needs to record all such resolutions. The Company law has also laid down the penalty in case of failure to file the resolutions with the registrar within the stipulated time. In other words, a company is required to intimate the Registrar of Companies concerning all of its activities which includes appointing directors or managing directors, issuing prospectus, appointing sole-selling agents, or the resolution regarding voluntary winding up, etc.
ROC Filing Procedure
Now Let’s Learn about ROC Filing Procedure
a) Maintaining Book of Accounts
It is vital for all companies to keep up Book of Accounts to conform to the law as well as to have control over the business. The Companies Act, 2013 makes it obligatory for all companies to keep up book of accounts in the predetermined format. Further, without book of accounts and viable accounting frameworks, the Directors may not by any means know in the matter of whether the company is acquiring misfortunes or benefits. Filing administrative filings, for example, benefit assessment form, GST Return Filing, TDS return, and so forth., would likewise be troublesome without legitimate book of accounts.
b) Preparing Financial Statements of the Company
All companies are required to get ready financial statements of the company in view of the Book of Accounts. Financial statements implies any statement to give information about the financial position, performance and changes in the financial position of an assessed and incorporates balance sheet, benefit and misfortune account and different statements and illustrative notes forming part thereof.
c) Appointing Auditor for the Company
Each Company must name its first Auditor inside multi month of the enlistment of the company. Any individual who is a qualified Chartered Accountant practically speaking, or a firm of Chartered Accountants can be delegated as the Auditors of the Company. Remember that the Auditor of the Company must be autonomous and not having predisposition towards the company. The expression of an Auditors arrangement would end at the finish of the Annual General Meeting of the Company, the company may re-designate a similar Auditor or may choose to supplant the Auditor.
d) Statutory Audit & Financial Statement
According to Companies Act, 2013 each company ought to choose an Auditor to audit the accounts of the company and present their give an account of the accounts. The Auditor subsequent to being delegated by the Company would audit the financial statements of the Company and present his/her provide details regarding the accounts of the Company to the individuals. The Auditor is additionally required to state in his report whether the accounts of the Company give a genuine and reasonable perspective of the situation of the Company. On the off chance that the Auditor isn’t happy with the information/elucidation gave in the financial statements of the Company, or if the Auditor has any reservation in regard of the account or book of accounts kept up by the Company, at that point he/she can convey the realities to the consideration of the partners by Qualifying the Audit report.
e) Conducting Annual General Meeting
Companies Act, 2013 orders that all company with the exception of One Person Company hold one Annual General Meeting each year. The date of any Annual General Meeting must be within 15 months from the date of previous Annual General Meeting. At the Annual General Meeting, the audited financial statements of the Company with the Auditor’s Report and Directors Report are put before the individuals from the Company. The individuals from the Company on being fulfilled about the financial statements of the Company can receive the Annual Accounts of the company after due thought. The financial statements of a company are viewed as last simply after it is endorsed by the Shareholders of the company in the Meeting.
f) Annual Filing of Company
Once, the Annual General Meeting is finished and the audited financial statements are embraced by the Company, it must be documented with the Registrar. The filing of the audited financial statements of the company in the recommended format to the Ministry of Corporate Affairs is called as filing of annual return of a company. The annual return of the company must be documented inside 60 long periods of the date on which the annual general meeting of the company was held.
Annual Compliance Filing
Annual compliance filing are required filings done by filing certain forms. The returns are filed annually and as and under the direction of The Companies Act, 2013. They are general filings and all the money related records ought to be kept up deliberately with a specific end goal to document precise annual returns. All filings ought to be finished by the given date so as to evade fines. Enormous companies for the most part, delegate examiners to document their annual returns. Legitimate counsel is suggested. Monetary accounting is suggested. The accounting ought to be finished with most extreme exactness. You can learn more about here Annual Compliance for Private Limited Company
Form 23AC (Balance Sheet) & Form 23ACA (Profit & Loss Account)
within 30 days from the date of the Annual General Meeting, A copy of Balance Sheet is to be recorded with Rocher an annual general meeting (AGM) isn’t held, duplicate of balance sheet/benefit and misfortune account is to be e-documented inside 30 days from the most recent day at the latest which the meeting ought to have been held and an announcement of the reality and of the reasons thereof will must be recorded alongside the balance sheet.
Where balance sheet is laid previously however not received at the AGM or the AGM was deferred without embracing the balance sheet, an announcement of the reality and reasons thereof must be documented alongside the balance sheet, and so forth inside 30 long periods of the AGM.
Form 20B OR Form 21A (Annual Returns)
Annual Return form should be recorded with the ROC in an electronic mode inside 60 days from the date of holding the annual general meeting. Where annual general meeting has not been held, the return is required to be documented inside 60 days from the date on which the annual general meeting ought to have been held
According to sec 161, the return is to be appropriately marked carefully and the imperative testaments to be joined. If there should be an occurrence of a company whose offers are recorded on a perceived stock trade; the return is to be likewise marked carefully by a secretary in entire time rehearse.
Form 66 (Compliance Certificate)
Certain companies whose paid up share capital for the year in the scope of Rs. 10 lakhs to 50 crores are required to record a Compliance Certificate in Form 66 with the accompanying provisions: The companies having paid up capital of more than Rs. 10 Lacs, needs to carefully record with the ROC a compliance declaration which is gotten from a Company Secretaries in entire time Practice within 30 days from the date of annual general meeting, along with the Annual Report. In the event that the Annual General Meeting of the company isn’t held for that year, the previously mentioned Compliance Certificate to be carefully documented with the ROC within 30 days.
ROC Return filing – Annual
Filing of Form MGT7 is compulsory The Roc annual return of a company can be documented with the computerized mark of the Director of the Company and the advanced mark of the Chartered Accountant reviewing the company. In the event of annual return filing by a recorded company or a company having paid-up share capital of ten crore rupees or progressively or turnover of fifty crore rupees or more, the annual return must be confirmed by a Company Secretary by and by in Roc Annual Filing Forms No. MGT 8.