What is the ROC?
The Register of Companies (ROC) is an office within the Ministry of Corporate Affairs (MCA) that oversees all company and limited liability partnership (LLP) administration in India. Under the Companies Act of 1956 and the Companies Act of 2013, the MCA oversees and regulates all entities and LLPs. The ROC is the Indian authority in charge of company registration and incorporation.
Registering A Company in India
Every company in India must have its incorporation approved by the ROC. The ROC will examine the company’s incorporation application and issue an incorporation certificate once it has been approved. This certificate of incorporation serves as proof of a company’s existence. Similarly, if a company fails after incorporation, the ROC has the final authority to remove the company’s name from the registry.
According to Section 117 of the Companies Act of 2013, every resolution passed by the company must be reported to the ROC within 30 days of its passing. From the appointment of directors or managing directors to the company’s winding up, all information must be communicated to the ROC.
What Is ROC Filing?
- ROC filing refers to a company’s submission to the ROC of audited financial statements and annual returns.
- Every company is required to file audited financial statements with the ROC under sections 129 and 137 of the Companies Act, 2013.
- Annual returns must also be filed with the ROC under section 92 of the Companies Act, 2013.
- The above documents must be filed within 30 days and 60 days of the conclusion of the annual general meeting.
Procedure for ROC filing
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The procedure for filing annual accounts and a company’s annual return can be understood by following the steps below.
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Documents required for ROC filing
Every company has to annex certain documents while filing the ROC. They are
Balance sheet
Profit and loss account
Cost Audit Report
Annual return
Checklist for ROC filings
- Form ADT – 1 (The Appointment of Auditors)
- Form AOC – 4 (Balance sheet and profit & loss account of the company)
- Form MGT – 7 (Annual Return)
Checklist For Form ADT - 1
Details of auditors:
- Name of the auditor or auditor’s firm
- Permanent Account Number (PAN) of the auditor or auditor’s firm
- Registration number of auditor’s firm.
- Address of the auditor
- Date of Annual General Meeting (AGM)
Attachments:
- CTC of the resolution mentioned on the letterhead of the company.
- The appointment letter of the auditor mentioned on the letterhead of the company
- Consent of the auditor for being appointed. and certificate of eligibility on the letterhead of the firm.
Due date:
- 15 days from the date of the conclusion of the AGM.
Checklist For Form AOC-4 (Due Date Within 30 Days Of The AGM)
Information
- Date of the board of directors’ meeting in which financial statements and boards’ report, as well as approved financial statements from auditors,
- Details for principal products or services of the company.
Attachments:
- Balance sheet
- Profit & loss account
- Director report
- Report of the Auditor.
- Notice with regard to AGM.
The Following particulars are required for notice of AGM
- Date of AGM
- Details of the appointment of directors and resignation of directors during the corresponding financial year.
- Name of the proposed auditor/auditor’s Firm.
Details required for Director Report:
- Financial summary of the Company
- Dividend
- Reserves
- A brief explanation regarding the company’s function during the year and state of the company’s affairs, and any change of nature of the business.
- If any, material changes affect the financial position of the company.
- Details of significant orders passed by the regulators or courts or tribunals.
- Details for the adequacy of internal financial controls about financial statements. (Applicable to listed companies).
- Details of the subsidiary company/joint ventures, and associate companies.
- Performance evaluation and economic position of each of the subsidiaries, joint venture companies, and associate companies enclosed in the consolidated financial statement.
- Deposits
- Statutory Auditors
- Directors’ Responsibility Statement
- Secretarial Audit Report
- Auditors’ Report
- Extract of the annual return
- Share Capital
- Corporate Social Responsibility (CSR).
- Directors
- The details of technology absorption, conservation of energy, and foreign exchange earnings.
- Directors
- Changes in any directors and key managerial personnel of the company.
- Formal annual evaluation
- Declaration of an independent director and the reappointment, if any
- Audit committee
- The total number of meetings by the Board of Directors.
- Corporate Governance Certificate, Risk management policy
Checklist Of Form MGT-7 (Due Date Within 60days Of AGM)
Information
- Company PAN
- Primary business activities of the company.
- Particulars of holding, subsidiary, joint venture, and associate company.
- Number of members, promoters, and debenture
Attachments:
- List of shareholders, debenture holders
- An Approval letter for the extension of AGM.
- Copy of MGT- 8 ( the paid-up share capital of 10 crore rupees or more or turnover of 50 crore rupees or more)
Following details are required for annual return
- Primary business activities of the company.
- Particulars of the holding, subsidiary, and associate companies.
- pattern of shareholding.
- Indebtedness
- Remuneration of directors and key managerial personnel.
- Penalties/ punishment/ compounding of sentence
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Benefits of ROC filings
E-Forms required to be filled with ROC
| Name of E-Form | Purpose | Attachments | The due date for filing | Applicability |
| Form ADT-1 | For appointing the auditor | It consists of an appointment letter and confirmation letter. | 15 days from the date of conduct of AGM | A private company, public limited company, one-person company, and listed companies |
| Form AOC-4 and Form AOC-4 CFS | Filing of Annual Accounts | Board Report along with annexures like MGT-9, CSR Report, AOC-2, Corporate Governance Report, a Secretarial Audit Report, etc.. as per the nature of Company and financial statements | 30 days from the date of the AGM (In case of OPC within 180 days from the close of the financial year) | Private Company, Public Limited Companies, One Person Company |
| Form AOC-4 (XBRL) | Filing of Annual Accounts in XBRL mode | An XML document of financials of the Company | 30 days from the date of conduct of the AGM | Listed companies and their Indian subsidiary(or) a public company With paid-up capital less than or equal to 5 crores (or) With turnover greater than or equal to100 crores |
| Form MGT-7 | Filing of Annual Return | List of shareholders, debenture holders, Share Transfer, MGT-8 | 60 days from the date of AGM. | Public Limited Companies, Listed Company, One Person Company, and private entities |
| Form CRA-4 | Filing of Cost Audit Report | An XML document of the Cost Audit report | 30 days post the date of receipt of Cost Audit Report (CAR) | Companies determined as per The Companies (Cost Records and Audit Rules), 2014 |
| Form MGT-14 | Filing of resolutions with MCA about the approval of Board Report and Annual Accounts. | A certified true copy of the resolution. | 30 days from the date of conduct of concerned Board Meeting | Public Companies and other Listed Companies. |
