What is ROC Filing and Why is it Necessary?

What is ROC Filing?

ROC filing stands for Registrar of Companies filing, and it is a mandatory requirement for companies registered under the Companies Act, 2013, in India. The purpose of ROC filing is to ensure that companies comply with statutory requirements and maintain transparency in their financial and operational records.

ROC filings involve submitting various documents and financial statements to the Registrar of Companies, which include the company's annual return, financial statements, and director's report, among others.

Why ROC Filings Are Necessary?

Legal Compliance: ROC filing is mandatory under the Companies Act, 2013, helping companies avoid penalties and maintain their legal status.
Transparency and Trust: It ensures transparency by disclosing vital information about the company’s operations and financial health, building trust among stakeholders.
Corporate Governance: Regular filings report significant changes such as directorship alterations and shareholding patterns, supporting effective governance.
Financial Health Assessment: Financial statements filed with the ROC provide insights into the company's financial stability, aiding stakeholders in making informed decisions.
Statutory Record Keeping: ROC filings maintain a statutory record of a company’s historical data, essential for legal referencing and historical analysis.
Risk Mitigation: Timely filings help mitigate risks related to non-compliance, such as penalties or potential deregistration, enhancing the company’s market credibility.

Who Is Responsible for ROC Filings?

The primary responsibility for ensuring timely ROC filings lies with the directors of the company. They are tasked with ensuring that annual returns and audited financial statements are filed within the stipulated deadlines as per the Companies Act, 2013.

ROC Filing process:

The ROC (Registrar of Companies) filing process is an essential compliance requirement for companies incorporated in India. It ensures that the Ministry of Corporate Affairs (MCA) is updated on key company details annually. Below is an elaborated breakdown of the steps involved in the ROC filing process, divided into three primary sections: Preparatory Board Meeting, Subsequent Board Meeting, and the Annual General Meeting (AGM).

1. Preparatory Board Meeting

Purpose: This initial meeting is crucial for setting the groundwork for financial disclosures and compliance.

Authorize Financial Statement Preparation: The board authorizes an auditor, appointed in accordance with the Companies Act, 2013, to prepare the financial statements as per Schedule III. This schedule prescribes the general instructions for preparation of the balance sheet and the statement of profit and loss of a company.
Authorize Preparation of Board Report and Annual Return: The Director or the Company Secretary is tasked with preparing the Board’s report and the Annual Return. The Board’s report should include a fair review of the company’s affairs, and the Annual Return, which is a snapshot of company information as on the close of the financial year.

2. Subsequent Board Meeting

Purpose: This meeting is essential for validating the documents prepared and ensuring their accuracy before they are presented to the shareholders.

Approval of Draft Financial Statements and Returns: The previously drafted financial statements and annual returns are presented for approval. This is a critical step as it involves a thorough review by the board to ensure that all financial disclosures are accurate and comply with the required accounting standards and legal provisions.
Approval of Board’s Report: The Board’s report prepared earlier is also reviewed and approved during this meeting. This report is crucial as it provides a comprehensive analysis of the company’s performance and strategy to the shareholders.

3. Annual General Meeting (AGM)

Purpose: The AGM is a mandatory annual gathering of a company's interested shareholders.

Presentation of Financial Statements and Reports: At the AGM, the approved financial statements and Board’s report are presented to the shareholders for their approval.
Passing Necessary Resolutions: Various resolutions regarding the adoption of financial statements, declaration of dividends, reappointment of directors due for retirement by rotation, appointment or reappointment of auditors, and other relevant matters are passed.
Final Approval by Shareholders: The financial statements and reports are considered final only when they receive approval from the shareholders at the AGM. This approval is crucial as it signifies shareholder acknowledgment and acceptance of the financial health and policies of the company as represented by the board.

Key Documents, Forms Required and Deadlines

Annual Returns: Form MGT-7 or MGT-7A needs to be filed, capturing details of the company's operations and compliance status.
Financial Statements: Forms like AOC-4 (or AOC-4 CFS for consolidated financial statements) are used for filing annual financial statements.
Auditor Reports: Appointment of auditors and their reports are submitted using Form ADT-1.
Changes in Company Structure: Any changes regarding the company’s directors or key management personnel are reported through Form DIR-12.

Sl. No.	Form Description	Purpose of Form	Deadline	Applicability
1	Form ADT-1	Appointment of Auditor	15 days post-AGM	Private, Listed, Public, OPC
2	Form AOC-4 and AOC-4 CFS	Filing of Annual Accounts	30 days post-AGM	Private, One Person, Public
3	Form AOC-4 (XBRL)	Filing Annual Accounts in XBRL mode	30 days post-AGM	Listed, Subsidiaries, Public
4	Form MGT-7/MGT-7A	Filing of Annual Return	60 days post-AGM	Private, Listed, Public, OPC
5	Form CRA-4	Filing Cost Audit Report	30 days from receipt	Prescribed Companies
6	Form MGT-14	Filing resolutions (Board Report, Accounts)	30 days from Board Meeting	Public, Listed (Exempt Private)
7	e-Form DPT-3 One-Time (Deposit)	Reporting Deposits	20th April	All companies
8	e-Form Active (INC-22A)	KYC for Company	25th April	All companies
9	e-Form DIR-3 KYC	KYC for Directors		All directors of registered companies
10	e-Form MSME-1 Half-Yearly (Oct-Mar)	Half yearly return by companies dealing with MSMEs	30th April	All companies dealing with MSMEs
11	Form BEN-1	Declaration by Significant Beneficial Owners	9th May	All companies
12	e-Form BEN-2	Registration of Significant Beneficial Owners	7th June	All companies
13	e-Form DPT-3 Annual Return (Deposit)	Annual reporting of deposits	30th June	All companies
14	FEMA Annual Compliance Report (RBI)	Reporting to RBI as per FEMA regulations	15th July	Companies involved in foreign transactions or investments
15	Annual Filing e-Form AOC-4/AOC-4 XBRL	Filing of annual financial statements	30th October	All companies required to comply with MCA standards
16	e-Form MSME-2 Half-Yearly (Apr-Sep)	Half yearly return by companies procuring from MSMEs	30th October	All companies dealing with MSMEs
17	Annual Return e-Form MGT-7	Filing of annual return	29th November	Private, Listed, Public Limited Companies, One Person Companies

Consequences of Late Filings

Late filings attract additional fees which can escalate depending on the delay period. For example, filings done up to 30 days late may incur twice the regular filing fee, and this can increase to twelve times the regular fee for delays beyond 180 days.

Sl. No.	Delay Range	Penalty Multiplier of the Regular Filing Fee
1	Delay of up to 30 days	2x Regular Fee
2	Delay of 31 to 60 days	4x Regular Fee
3	Delay of 61 to 90 days	6x Regular Fee
4	Delay of 91 to 180 days	10x Regular Fee
5	Delay beyond 180 days	12x Regular Fee

ROC Filing Process

To file ROC forms such as AOC-4 and MGT-7 on the Ministry of Corporate Affairs (MCA) portal, follow this revised and detailed process:

Access Forms: Initially, you should download the necessary e-forms like AOC-4 and MGT-7 from the MCA portal. Navigate to the 'MCA services' tab, choose 'Company E-filing,' and then 'Company Forms Download' to access these forms.
Form Preparation: After downloading, complete the forms applicable to your company. You will need to attach the required supporting documents to the forms.
Digital Signature: Once the forms are filled, verify them by using the 'Check form' functionality. Attach the Digital Signature Certificate (DSC) of the company director and the practicing professional overseeing the process. Note that One Person Companies and small companies are typically exempt from this requirement.
Portal Registration: If you haven’t already, you must register on the MCA portal as a Business User. Use your credentials to log in.
Form Submission: Post login, upload the filled and signed forms from your local system to the portal.
Payment and Tracking: Upon successful upload, the system generates a Service Request Number (SRN). A payment window will appear next. You have the option to either pay immediately via internet banking or a credit/debit card, or choose the 'Pay Later' option and complete the payment within the prescribed time frame using the saved challan.

ROC Filing