Annual ROC Filing Compliance for Companies in India

Indian companies and LLPs must adhere to annual filing requirements mandated by the Companies Act of 2013 and the Limited Liability Partnership Act of 2008. These filings with the ROC are due annually or upon the incidence of specific events.

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Overview of ROC Compliances

Under the Companies Act, 2013, all registered companies in India are required to fulfil certain annual compliances with the Registrar of Companies (ROC). These mandatory compliances include the filing of the Annual Return using Form MGT-7 and the Financial Statements using Form AOC-4. These documents provide the ROC with details on the company’s financial health, shareholding patterns, directorship, and general compliance with the Act throughout the respective financial year.

The annual return needs to be filed within 60 days from the date of the company’s annual general meeting (AGM), while the financial statements must be filed within 30 days of the AGM. Failure to comply with these requirements can result in penalties for the company and its officers. It is essential for companies to maintain updated records and adhere to these timelines to ensure compliance and avoid legal repercussions.

blank-paper-sheet-with-small-scooter-table
blank-paper-sheet-with-small-scooter-table

Under the Companies Act, 2013, all registered companies in India are required to fulfil certain annual compliances with the Registrar of Companies (ROC). These mandatory compliances include the filing of the Annual Return using Form MGT-7 and the Financial Statements using Form AOC-4. These documents provide the ROC with details on the company’s financial health, shareholding patterns, directorship, and general compliance with the Act throughout the respective financial year.

The annual return needs to be filed within 60 days from the date of the company’s annual general meeting (AGM), while the financial statements must be filed within 30 days of the AGM. Failure to comply with these requirements can result in penalties for the company and its officers. It is essential for companies to maintain updated records and adhere to these timelines to ensure compliance and avoid legal repercussions.

Understanding ROC Annual Filing

Annual filing with the ROC provides critical information about a company’s financial status, structure, and compliance status with the statutory regulations. It includes two main forms – Form AOC-4 (for filing financial statements) and Form MGT-7 (for filing annual returns).

Why ROC Filing is Important?

ROC annual fillings are essential for Companies to ensure legal compliance, maintain transparency, and enhance their credibility and financial stability

Legal Compliance
Transparency & Trust
Regulatory Monitoring
Corporate Governance
Public Access
Record Maintenance
Legal Compliance

Ensures legal compliance, avoiding penalties and legal repercussions for non-compliance.

Transparency & Trust

Enhances transparency and trust among stakeholders by disclosing financial health and governance.

Regulatory Monitoring

Facilitates regulatory monitoring and governance, ensuring companies adhere to statutory obligations.

Corporate Governance

Supports corporate governance, promoting accountability and ethical business practices.

Public Access

Enables public access to company information, fostering investment and stakeholder engagement.

Record Maintenance

Assists in maintaining updated records, crucial for statutory and regulatory audits.

Key Financial & Compliance Processes for a Company

Annual Reporting Process as per the Companies Act, 2013 and ICAI Standards

Incorporating a private limited company may seem complex, but it can be broken down into several manageable stages:

Initial Step: Within 30 days of incorporation, the company’s Board of Directors appoints the first auditor, who holds office until the conclusion of the first Annual General Meeting (AGM).

Ongoing Appointments: At each AGM, auditors are appointed or re-appointed for a term of up to five consecutive years, ensuring they meet the independence and qualifications criteria set forth by the Companies Act, 2013, and ICAI.

Mandatory Requirement: Annually, every company is required to prepare its Books of Accounts and Financial Statements, reflecting the true financial position.

Standards Compliance: These financial documents must comply with the accounting standards and principles issued by the ICAI, ensuring accuracy and reliability.

Board Review: Before auditing, the Board of Directors reviews and approves the annual accounts in a scheduled board meeting, validating the integrity and completeness of the financial documentation.

Audit Preparation: Approved accounts are subsequently forwarded to the company’s statutory auditor for a detailed examination and verification process.

Auditor’s Role: The appointed statutory auditor conducts a thorough audit, verifying the financial statements against the books of accounts and other documents.

Audit Report: Upon completing the audit, the auditor issues an audit report, providing an unbiased opinion on the financial health and compliance of the company.

AGM Requirements: The audited accounts and auditor’s report are presented to shareholders at the AGM for adoption. Notice of the AGM must be circulated at least 21 days in advance.

Shareholder Approval: This step involves the formal adoption of the company’s annual accounts by its shareholders, underscoring the importance of transparency and stakeholder engagement.

Filing with ROC:

AOC-4 Filing: Post-AGM, the adopted annual accounts are filed with the Registrar of Companies (ROC) in Form AOC-4, within 30 days, along with necessary documents including financial statements, the Board’s report, the auditor’s report, and, if applicable, the company’s CSR policy.

MGT-7 Filing: Additionally, annual returns are filed in Form MGT-7 within 60 days of the AGM, detailing the company’s shareholding structure, directorships, and other key aspects of corporate governance.

Consequences of Not Filing Annual Returns

Failing to comply with the annual filing requirements can lead to significant penalties and severe consequences for both the company and its directors. Here’s a succinct presentation of the key repercussions:

For the Company

Late Filing Fees: Incurs a daily penalty of Rs. 100 per form for delayed filing beyond the due date.

Risk of Striking Off: Continuous failure to file for two financial years may lead to the company being struck off the register, risking dissolution.

For Directors

Director Disqualification: Failing to file for three consecutive years leads to a 5-year disqualification, barring them from directorship in any company.

Annual ROC Compliance E-Forms Under the Companies Act, 2013

key E-Forms that companies need to file with the Registrar of Companies (ROC) as part of their annual compliance under the Companies Act, 2013.

Name of E-Form Purpose of Form Attachments Due Date of Filing Applicability on Company

Form ADT-1

Appointment of auditors

Auditor's appointment letter, consent of the auditor & Resolution for Auditor Appointment

Within 15 days of the AGM in which the auditor is appointed

All Companies subject to Auditor Appointment

Form AOC-4

Filing of financial statements and other documents

Balance Sheet, Profit & Loss Account, Director's Report, Auditor's Report

Within 30 days of the AGM

All companies registered under the Companies Act, 2013

Form AOC-4 CFS

Filing Consolidated Financial Statements

Consolidated Financial Statements, Auditor's Report

30 days from the date of AGM

Companies having Subsidiaries

Form AOC-4 XBRL

Filing Financial Statements in XBRL Format

Financial Statements in XBRL format, Director's Report, Auditor's Report

30 days from the date of AGM

Listed Companies and Certain Classes of Public Companies

Form MGT-7

Filing of annual returns

List of shareholders, and changes if any

Within 60 days from the conclusion of AGM

All Companies except OPC and Small Companies registered under the Companies Act, 2013

Form MGT-7A

Filing of Annual Return by OPC and Small Companies

list of shareholders, changes in directorship, and other declarations

60 days from the conclusion of the financial year

One Person Companies (OPC) and Small Companies

Form DIR-3 KYC

KYC of Directors

PAN, Aadhaar, Passport, Personal Mobile and Email

By 30th September of every financial year

Applicable to all directors of companies registered under the Companies Act, 2013

Form CRA-4

Filing of Cost Audit Report

Cost Audit Report

Within 30 days from the receipt of Cost Audit Report

Companies on which cost audit is applicable

Form MGT-14

Filing of resolutions and agreements

Certified copy of the Board Resolution

Within 30 days of passing the resolution

Public companies for specific resolutions

How V Smart Auditor Can Help ?

  • Compliance Expertise

    Guides on adhering to the Companies Act, 2013 requirements efficiently.

  • Financial Statement Assistance

    Assistance in preparing and reviewing error-free financial statements for filing.

  • E-Form Filings

    Ensures timely submission of essential E-Forms like AOC-4 and MGT-7 to avoid penalties.

  • KYC and Compliance Aid

    Assistance with DIR-3 KYC and other statutory obligations for seamless compliance.

  • Audit Coordination

    Works with auditors for statutory audits, preparing necessary documentation.

  • Strategic Advisory

    Offers strategies on compliance, tax planning, and risk management to optimize operations.

Frequently Asked Questions

What is company annual filing?

Company annual filing refers to the process of submitting various financial and non-financial documents to the appropriate government authorities, typically on an annual basis. These filings provide a snapshot of a company's financial health and compliance with regulatory requirements

Which documents are typically included in the annual filing?

Annual reports, financial statements, auditor's reports, tax returns, and other relevant documents may be part of the annual filing, depending on the jurisdiction and the type of company.

When is the deadline for company annual filing?

The deadline for annual filing can vary by jurisdiction and the type of company. It's essential to be aware of the specific deadlines that apply to your business.

What is the purpose of annual filing?

Annual filing serves multiple purposes, including providing transparency to shareholders and stakeholders, ensuring compliance with tax and regulatory requirements, and assessing the financial health of the company.

Do all companies need to file annual reports?

The requirement for annual filing varies by jurisdiction and the type of company. Publicly traded companies typically have more stringent requirements than privately held companies.

What are the consequences of missing the annual filing deadline?

Consequences can include fines, penalties, loss of good standing, and potential legal action. It's important to adhere to filing deadlines to maintain compliance.

Can I file my annual reports online?

Many jurisdictions offer online filing options to streamline the process. Check with your local regulatory authority to determine the available filing methods.

What financial documents are typically included in the annual filing?

Common financial documents included are the balance sheet, income statement, cash flow statement, and notes to the financial statements.

What are the requirements for a company's annual report narrative section?

The narrative section often includes a letter from the CEO, a discussion of the company's performance, future plans, and any significant events or risks.

How can I ensure the accuracy of my annual filing?

Engage a qualified accountant or financial professional to help prepare and review your financial statements. Double-check all information for accuracy and compliance with relevant regulations.

Can I request an extension for the annual filing deadline?

Some jurisdictions allow for extensions under certain circumstances. Check with your regulatory authority to determine if this is an option and the criteria for eligibility.

s there a fee associated with annual filing?

In many cases, there are filing fees associated with annual reporting. The amount can vary based on factors like company size and the jurisdiction in which you operate.

What is the difference between an annual report and an annual return?

An annual report typically includes financial statements and a narrative section, while an annual return is a simple document that confirms the company's basic information and registered office address.

What is the role of an auditor in the annual filing process?

Auditors review the company's financial statements to ensure they accurately represent the financial health of the business. The auditor's report is often included in the annual filing

Do non-profit organizations have to file annual reports?

Yes, non-profit organizations are typically required to file annual reports, although the specific requirements can vary depending on the jurisdiction and the organization's structure.