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ROC forms, compliances, and due dates under the Companies Act, 2013

Ashish M. Shaji

| Updated: Apr 08, 2020 | Category: Annual Compliance, Compliances

ROC-compliance,-forms,-due-dates-under-Companies-Act,-2013

When a company is incorporated, there are a number of compliances under the Companies Act, 2013. Every company that is registered must inform the Registrar of Companies about the changes in the company like change in the registered office, changes in the memorandum of association, change of directors, etc.

Apart from this, a company must also file various ROC forms informing about the appointment of the auditor, resolutions passed or made by the company, annual returns of the company, agreements made by the company and so on.

The Companies Act 2013 and the different rules made under it specify various ROC forms for filing information, submitting accounts, company incorporation, etc. These forms must be filed carefully and one should be aware of the general requirements under the law.

ROC stands for the Registrar of Companies. It is an office under the Ministry of Corporate Affairs (MCA) that deals with the administration of the companies Act 2013. The Registrar of Companies has been appointed under section 609 of the companies act. It covers the states and union territories. Its primary duty is to register companies and LLP’s in the respective states and union territories. It shall also ensure that such companies and LLP’s comply with the statutory requirements of the Act. 

The office of the Registrar of the company works as registry records, with respect to the companies registered with them that are ready for inspection by members of the public after payment of the prescribed fee. At present, there are 22 registrars of companies operating from offices across India. The Central Government has administrative control over these offices through its regional directors. The compliances applicable must be adhered to by the companies to avoid any penalties or fines.

The table below shows the various ROC forms, its applicability, and due dates under the Companies Act 2013.

Form Description Applicability Due date
AOC-4 XBRL Filing financial statement and other documents in XBRL Filing adopted audited Financial Statements. Applicable to listed companies and their Indian subsidiary or companies having paid-up capital of Rs 5 core or above, companies having Rs 100 crore turnover, companies that must prepare their financial statements according to companies (IAS) rules, 2015.   In 30 days of the conclusion of AGM
AOC-4 Filing financial statement and other documents in the non-XBRL format Filing the adopted audited financial statements by every company excluding the companies mentioned above In 30 days of the conclusion of AGM
MGT-7 Filing Annual return All companies will file the annual return. An annual return filed by a listed company shall be certified by a CS, and the certificate will be in Form MGT-8 In 60 days of the conclusion of AGM
MGT-15 Filing report on Annual General Meeting All listed public company will have to file a report on the Annual General Meeting In 30 days after the conclusion of the Annual General Meeting
INC-22 Shifting the registered office of the company All companies must inform ROC for shifting the registered office In 30 days after shifting registered office
INC-23 Application to the Regional Director for approval for shifting the registered office from one state to the other A company intending to shift its registered office will have to take the approval of Regional Director No Due Date
PAS-3 Return of allotment of shares When a company having a share capital makes any allotment, it will file with the Registrar a return of allotment In 30 days of allotment of shares
SH-7 Notice of alteration of share capital If a company increases its share capital redeems any preference shares or if an order is passed by the Government, thereby increasing the capital of the company, then the capital shall have to inform the Registrar of companies. In 30 days of alteration or increase
CRA-4 For filing cost audit report The appointed cost auditor will submit the cost audit report to the company in 180 days from the closure of the financial year. Thereafter the company shall submit the above-mentioned report to the central Government. In 30 days from the receipt of the report of cost audit.
ADT-2 Application regarding the removal of the auditor from their office before their term An auditor can be removed from the office before the expiration of his term through a special resolution of the company after obtaining the approval of the central Government. No Due Date
STK-2 Application by the company for removing its name from the register to the Registrar of companies. The company may file an application in the STK-2 form to the Registrar for the said purpose through a special resolution. In 30 days from the date of the statement of assets and liabilities.
DIR-12 Details of appointment of directors and the key managerial personnel and the changes in them Companies that exist are required to file an e-form DIR-12 for details of directors and key managerial personnel of the company with the Registrar. In 30 days from the date of appointment/resignation etc.
MR-1 Return of appointment of key managerial personnel. Companies are required to submit the return of appointment of directors and other directors. In 60 days from the date of appointment
CHG-1 Application for registration of creation and modification of charge Every company creating a charge must register the charge In 30 days from the date of creation or modification of charge
CHG-4 Satisfaction of charge A company shall inform about the satisfaction of the charge registered with the Registrar of companies In 30 days of satisfaction of charge
ADT-1 Information of appointment of auditor to the ROC The company shall inform the Registrar of Companies regarding the appointment of the auditor. In 15 days of the meeting
ADT-3 Notice of resignation by the auditor In case the auditor resigns before the expiration of his term, then such information must be passed to the Registrar of companies In 30 days of such resignation
AOC-5 Details of address at which books of account are kept If the board of directors keeps all or any of the books of account at any other place besides the registered office, then the company shall file the form to give the address. In 7 days of passing resolution
MSME-1 With respect to outstanding payments to MSME, furnishing half yearly return with the Registrar Companies, who get the supplies of goods or services from micro and small enterprises and whose payments to micro and small enterprise suppliers go beyond forty-five days from the date of acceptance, or the date of deemed acceptance of the goods or services will provide a half-yearly return to the Ministry of Corporate Affairs (MCA) specifying the amount of payment due and the reasons of the delay.   Before or on 31st October for the period from April till September and by 30th April for the period of October to march.
DPT-3 Return of deposits Filing return of deposits or details of transaction not considered as a deposit or both by all companies except government companies. Before or on the 30th day of June every year
IEPF-1 Statements of the amount credited to investor education and protection fund Amounts required to be credited by the companies to the Investor education or protection fund shall be remitted online along with a Statement in Form number IEPF 1 containing particulars of such transfer to the Authority within a period of thirty days of such amounts becoming due to be credited to the Fund. In 30 days of the amounts being due to be credited to the fund.
IEPF-2 Form for filing the statements of unclaimed amounts and unpaid amounts Every company shall within a period of 60 days after the holding of Annual General Meeting or the date on which it should have been held, whichever is earlier and every year thereafter till completion of the seven years period, identify the unclaimed amounts, as on the date of closure of financial year the account of which needs to be adopted in the Annual General Meeting as per sub-section (1) of section 137 of the Act, separately furnish and upload on its own website and also on the website of Authority or any other website as specified by the Government, a statement or information of unclaimed and unpaid amounts separately for each of the previous seven financial years through Form No. IEPF-2 In 60 days of the conclusion of AGM or date on which AGM should have held, whichever is earlier.
IEPF-7 Statements of the amount given to IEPF on account of shares transferred to the fund Any dividend further received on those shares which were transferred to the IEPF shall be credited to the Fund, and a separate ledger account would be maintained for such proceeds. In 30 days of transferring the amount.

Implications of Non-compliance with ROC

The Companies Act provides for filing of various ROC forms and returns to the Registrar of companies. All the companies must comply with the legal procedures under the Companies Act 2013.  As part of the annual filing, many ROC forms have been prescribed to be filed to the Registrar of companies annually by the companies. Non-filing of the ROC forms within the due date may attract huge penalties and can even close your business down. No matter how well you manage the affairs of your businesses, if you fail to file ROC return, then it may ruin your hard work. The Companies Act and the rules prescribe stringent penalties in case of omission to file the ROC forms with the Registrar of Companies. The company, the officer of the company, or the director, responsible for filing the forms, shall be liable for penalties under the Companies Act, 2013.

Conclusion

The prescribed forms for filing information, submitting accounts, company incorporation, etc. must be filed in a timely manner in order to avoid any hindrances and for the smooth functioning of the business. In order to avoid penalties arising due to non-compliance, one must be aware of the general requirements under the law.

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Ashish M. Shaji

Ashish M. Shaji has done his graduation in law (BA. LLB) from CCS University. He has keen interests in doing extensive research and writing on legal subjects especially on criminal and corporate law. He is a creative thinker and has a great interest in exploring legal subjects.

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