Understanding Annual ROC Filing requirements for Companies

Every company is required to file its annual returns and audited financial statements with the Registrar of Companies (ROC). Further, there are many sections that specify the rules and compliance for the annual ROC filing requirements for companies. Today, we will take a look at the documents, forms, and the process of the annual ROC filing.

Filing audited financial statements

The rules and compliances for filing audited financial statements are:

• Section 129 of the Companies Act, 2013
• Section 137 of the Companies Act, 2013
• Rule 12 of the Company (Accounts) Rules, 2014

Also, every company must file the audited financial statements within 30 days from the date of the Annual General Meeting (AGM).

Filing Annual Returns

The rules and compliances for filing annual returns are:

• Section 92 of the Companies Act, 2013
• Rule 11 of the Companies (Management and Administration) Rules, 2014.

Also, every company must file the annual returns within 60 days from the date of the Annual General Meeting (AGM).

The process for Annual ROC Filing

Here is a quick look at the process for annual ROC filing for companies:

1. Convening of Board Meeting to approve the audited Financial Statements along with Board Report of the Company.
2. Hold the AGM and pass the required resolutions. Please remember, financial statements need approval from the shareholders at the AGM.

e-Forms for Annual ROC Filing

Here is a detailed list of e-forms for annual ROC filing:

Form ADT-1

• Purpose: Intimating the ROC about the appointment of an auditor
• Documents needed:
  • • Letter of appointment
    • Also, a confirmation letter from the company
    • Copy of applicable resolution.
• Due date: 15 days from the date of the AGM

Please note form ADT-1 shall be filed only after the AGM in which the appointment of the Statutory Auditor is made.

Form AOC-4 [Form AOC-4 CFS for consolidated financial statements]

• Purpose: Filing financial statements of the company for each financial year with the ROC
• Documents needed:
  • • Board Report
    • Annexures:
      • • MGT-9
        • AOC-1, if applicable
        • AOC-2,
        • CSR Report, if applicable
        • Secretarial Audit Report
        • Also, the Corporate Governance Report, etc.
• Due date: 30 days from the date of the AGM

Form MGT-7

• Purpose: Filing annual returns of the company for each financial year with the ROC
• Documents needed:
  • • List of shareholders
    • List of debenture holders
    • details of Share transfer
    • MGT-8
• Due date: 60 days from the date of the AGM

Form MGT-14

• Purpose: Filing resolutions with the ROC that approve the Board Report and annual accounts
• Document needed: Certified true copy of the resolution
• Due date: 30 days from the date of the Board Meeting

e-filing process on the MCA website

Visit the website of the Ministry of Corporate Affairs (MCA) and follow this process:

1. Download the e-forms mentioned above by clicking in the ‘Services’ menu → ‘e-filing → Company Forms Download
2. Fill the relevant forms and attach copies of the documents required. Click on the button ‘Check Form’. Next, attach the DSC of the director and practicing professional (as applicable). Do pre-scrutiny.
3. Login to the portal and click on the tab ‘Upload e-forms’. Browse to the location on your device where you have saved the filled and signed form and click ‘Upload’.
4. As soon as the forms are uploaded, a payment window will open. Here, you can choose to pay immediately using net banking, credit/debit card and save the challan OR pay later and save the challan.
5. This completes the process. Now, you can track the status of your form under the menu ‘MCA Services’. Enter the SRN from the challan to know the status.

Some things to remember while doing the annual ROC filing

• Ensure that you send the notice of the Board Meeting to all the directors at least seven days before the meeting. Also, take an acknowledgment of the notice. The meeting can be held on shorter notice with the consent of all the directors.
• As per Section 134, ensure that the following sign the financial statements:
  • • Chairperson of the company that the Board has authorized OR two directors (of which one must be the managing director if any);
    • Chief Executive Officer;
    • Chief Financial Officer; and
    • Company Secretary, if these all are appointed in the Company.
• As per Section 101, ensure that you give 21-days clear notice to all members, the auditor, directors, and legal representatives of deceased persons for the general meeting. Further, you can send the notice physically or electronically. Also, ensure that the notice carries the location map of the venue of the meeting and is available on the company’s website (Secretarial Standards).
• Ensure that you maintain the books of accounts of the company at its registered office address. You can also choose any other place. However, you will need to file Form AOC-5 after passing a board resolution for the same.
•  Ensure that you are filling the latest version of the forms.

Summing Up

As you can see above, the process of annual ROC filing is simple. However, you must pay attention to the compliance requirements to ensure that it is seamless too. We hope that you are clear about this process now. If you need professional assistance for the same, please drop us a line and our team will be glad to assist you. Good Luck!