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Statutory ROC Compliances as Companies Act 2013
The statutory ROC compliances are all those secretarial compliances which are mandated to be made with the concerned ROC (Registrar of Companies) throughout the year. Broadly, these compliances with roc, may be put into the following two categories --- annual and periodic compliances, and event-based compliances. This webpage describes these all statutory roc compliances in India.
The new Indian Companies Act of 2013 has promulgated some more new compliances with the ROC, for facilitating better and transparent business management and perfect corporate governance. Delayed or non-compliance with all mandated compliances with ROC, is subject to rigorous fines, penalties, or imprisonment. Hence, all various types of companies located and active in India are inevitably required to make these annual and periodic ROC compliances punctually and perfectly, to avert any legal or other hassles. The lower section stipulates these all essential compliances with ROC by all types of companies.
Here, it may also be noted that, the Companies Act of 2013 has made the following significant changes associated with some annual compliances, applicable from the financial year 2014-15 onwards:
- The Annual Return will now be filed in Form MGT-7, which is well-adorned with the provisions of Certification and Signing.
- The Annual Financial Reports now encompass the following particulars --- Balance Sheet and Statement of Profit & Loss Account; Cash Flow Statement (Excepting Small Companies and OPCs); and Consolidated Financial Statement. Also, now every listed public limited company is mandated to file the Financial Statements in XBRL format.
- The Directors' Report (which is filed as per the section 134 of the Act) has now been expanded to cover the following additional particulars --- the Dates of Board Meetings held during the Financial Year, No. of Board Meetings attended by the Directors, Disclosure of Sexual Harassment Act, etc.
- With effect from 1st July 2015, now every meeting of the company is to be conducted in compliance with the provisions given in the Secretarial Standards I & II, and the Companies Act of 2013.
Annual and Periodic ROC Compliances
The annual and periodic compliances, and also the event-based compliances vary, depending upon the type of the concerned company. For an example, a One Person Company (OPC) has much lesser compliances as compared to those of a listed public limited company; the types of some compliances also differ. Provided below are two separate generalized listings of the annual & periodic ROC compliances, and the event-based ROC compliances. Different types of companies are kindly requested to follow the compliances which are exclusively applicable to them.
A.) Annual & Periodic Compliances with ROC
B.) Event-Based Compliances with ROC :
- Notice of Interest by Director in Form MBP-1
- Company Disclosure of Non-Disqualification in Form DIR-8
- Annual Return in Form MGT-7
- Financial Statements in Form AOC-4 [the Statement of Accounts & Solvency (SAS), in case of LLP]
- Directors' Report as per Section 134
- Certification of Annual Return in Form MGT-8
- Appointment of Auditor in Form ADT-1 (Once in Every Five Years)
- Adoption of Financials and Director Report/Appointment of Secretarial Auditor, in Form MGT-14
- Report on AGM in Form MGT-15
- Secretarial Audit Report in Form MR-3
- Appointments of Independent Director/Woman Director in Form DIR-12
- Return for Change in Stake of Promoters in Form MGT-10
- Appointment of Managing Director in Form MR-1
- Appointment of Cost Auditor in Form CRA-2
- Return of Deposits in Form DPT-3
- Compliances related with SEBI's Rules & Regulations
- CSR related Compliances
- Compliances related with Secretarial Standards-I & II, and diverse relevant Rules and Provisions associated with the Companies Act of 2013, such as the Companies (Management and Administration) Rules of 2014, and the Companies (Accounts) Rules, 2014.
- And, other compliances required by ROC, whenever necessary.
Since every changing in any registered particulars of a company is to be promptly intimated to the ROC, there could be many event-specific compliances arising as and when unplanned necessary events take place. The following are some such events and activities which create the event-based compliances to a company:
- Making a change in the Authorized Capital
- Making Appointments/Removal of any Director/Auditor
- Opening or Closing Bank Accounts, or Changing the Bank Signatories
- Making the desired Changes in the MOA and AOA/LLP Agreement
- Issuing, Allotting, or Transferring company Shares
- Giving Loans to Directors/Other Companies
- Changing the Company Name or its Address
- Share Transactions and Issuance of Share Certificates
- Processes related with Disqualified Directors
- Making or Updating any Licenses or Certificates required by the company
- Issue of Rights
- Private Placements
- Corporate Restructuring
- Joint Venturing/Merger & Acquisition
- FDI related Processes and compliances
- Winding Up of the Company
- And, other necessary and advisable compliances with relevant ROC.
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