Home / ROC Compliances

Updated on 19 Jan 2022  9.00 AM IST | 4 min read

What is ROC Compliance?

Every incorporated company in our country must fulfill their rules and regulations of the government. After incorporation, a private company needs to fulfill laws and provisions under the Companies Act 2013.

ROC (Registrar of Companies) is the designated authority that administers the Companies Act 2013. It comes under the ministry of corporate affairs. The company incorporated under the Companies Act 2013 has to mandatory file various forms, documents as well as returns in time with the Registrar of companies (ROC) in an electronic mode. It is mandatory to comply with all the rules & regulations to avoid fees, penalties etc.

Finacbooks helps you in understanding all ROC compliance's and guides you in following them continuously since company formation.


Required documentation of mandatory ROC compliance filing

  1. For DIR-3 KYC - Director's Details, such as citizenship, nationality, gender, date of birth, Aadhaar Card, Voter ID, PAN Number, Passport (required if a foreign national holds a DIN), Driving License, Director's communication address, mobile phone number, and email address.

    Note - Attestation of the above-mentioned documents is necessary by Practicing Professionals such as a CA, CS, Cost Accountant, or Foreign Approval Office.

    Digital signature of the applicant (DSC)

    Letter of declaration of the applicant duly attested by a practicing authority.

  2. For ADT-1

    a) Auditor's Details, including the auditor's name and firm's PAN number, the auditor's firm registration number, the auditor's appointment terms and conditions, the auditor's communication address and email ID, and the date of the auditor's annual general meeting (AGM).

    b) Copies of the company's Board Resolutions

    c) Letter of Appointment of an Auditor by the Company

    d) The auditor's written consent and a certificate of eligibility for the auditor appointed by the Company

  3. For AOC-4

    a) Company information, such as the CIN (Corporate Identity Number) and the name and address of the appointed auditor. Date of the Board of Directors meeting at which the Financial Statements and Directors' Reports are finalized, Date of the Annual General Meeting.

    b) All Income Statements, the Profit and Loss Statement with Notes, such as the Balance Sheet with Notes, the Cash Flow Statement, and the Statement of Change in Equity, etc.

    c) Financial Statements duly authenticated in accordance with Section 134 (containing the Board of Directors' report, the auditors' report, and other documents)

    d) Subsidiaries Statement according to Section 129 – Form AOC-1

    e) Facts and Reasonings for Not Implementing the Financial Statements at the Annual General Meeting (AGM)

    f) Facts and Reasons for Not Holding the Annual General Meeting

    g) Approval letter for financial year extension or AGM

    h) Test or supplementary audit report u/s 143

    i) Company CSR policy as per accordance with sub-section (4) of section 135

    j) Information on the other entity (s)

    k) Significant features and justification for entering into Contracts/Arrangements/Transactions with related parties in accordance with Sub-section of Section 188 – Form AOC-2

    l) Details of comments of CAG of India

    m) Directors’ report in accordance with Sub-Section (3) of Section 134

    n) Secretarial Audit Report

    o) Details related to remaining CSR activities.

    Attachment(s), if applicable

    Note: The data contained in AOC-4 should be signed and approved by the Manager, Director, CFO, and CEO along with a declaration. Additionally, a Chartered Accountant and Company Secretary should also sign the declaration of the authenticity of the data in AOC-4.

  4. For MGT-7 - For MGT-7, the following information is required:

    a) The company's PAN, information about its business activities, information about its subsidiaries, shareholding details, Joint venture and Associate company, the total number of members, Directors and key managerial personnel's remuneration, Promoters and Debentures, indebtedness, penalties/punishment/compounding of sentence.

    b) Attachments, including a list of shareholders and debenture holders, and an approval letter for AGM extension, MG-8 copy, option attachments (if any)

  5. For MGT-14 - In the case of MGT-14, you have to file the following documents -

    a) CIN (Corporate Identification Number)

    b) Company information, such as the company's name, the office's address, and contact information, such as an email address.

    c) Details of the Resolution should be declared, such as a copy of the agreement/resolution passed, the date of dispatch, the date of passage, and the total number of resolutions.

    d) Any amendments to the Articles of Association or modifications to the Company's bylaws that are reflected in the resolution

    e) Explanatory Statement containing all pertinent information about the Resolution(s), including their purpose, subject matter, and the authority under which the decision of passing the resolution has been taken.

    f) Details of such resolution, in the event that any Company dissolves

  6. For Form 11

    a) Information about the LLP and/or company that have partners/designated partners (DP) are as directors/partners (required if any partner/designated partner is a partner in the LLP or a director in another company).

    b) Having any other information as an optional attachment

  7. For Form-8

    a) Making disclosures under Micro, Small and Medium-Sized Enterprises Development (MSME) Act, 2006 (mandatory)

    b) Financial Statements That Have Been Audited (if applicable)

    c) Contingent Liability Statement (if contingent liability exists)

    d) Any other documents (if required)

  8. For MSME Form-1

    a) Details of the supplier, such as the supplier's name and PAN,

    b) Appropriate amount of goods/services supplied

    c) The day on which the payment is due

    d) The reason for the late payment of the due amount

ROC Compliances for a Private Limited Company

  • Change in paid-up capital of the company.
  • At the time of conversion of the company.
  • At the time of filing the report of the director.
  • When there is a change in the director’s interest.
  • Appointment of independent director.
  • Appointment of cost auditor.
  • Appointment of a woman director.
  • Half-yearly share transfer audit
  • Share capital audit reconciliation.
  • When a shareholding pattern needs to be filed after every quarter-end within twenty-one days.
  • When the report of corporate governance needs to be filed.
  • Invitation, transfer and allotment of shares subscription.
  • Issue of shares to company directors or employees.
  • During sub-division of shares face value.
  • Change in the board of directors.
  • At the time of appointment of managing director.
  • During payment of remuneration
  • Change in the working of the company bank accounts.
  • Director’s deposits
  • Purchase or sale of company’s fixed assets.
  • On the establishment of any business partnership
  • Changes made in the memorandum or articles of association of the company.
  • During maintenance of board meeting minutes.
  • Changes in the location of the registered office.
  • Appointment or change in company statutory auditors.
  • When shareholders establish an agreement.

Different forms need to be filed for every event. We can also file these forms online. ROC compliance is performed to avoid compliance issues. It helps in the smooth running of the company. These ROC compliance's help in maintaining records of various events in a systematic way.

Events Based Compliance Filing :

  • Changing the name of a company/LLP
  • Change of Object clause of MOA
  • Preparation of the Director Report and Notice of Annual General Meeting
  • Changes to the company's registered office
  • Increase Authorized Capital
  • Keeping Minutes book and Statutory Registers up to date
  • Winding Up of the Company
  • Winding up of LLP
  • Issuing of share certificates
  • Maintenance of Minutes book and Statutory registers
  • issuance of Share certificates
  • ROC Event-based compliance's of company/ LLP
  • Allotment of Shares
  • Appointment & Resignation of Directors
  • Share transfers
  • Charge creation

Benefits Of Filing ROC Compliance

  1. Assists in maintaining an organised, informed, and current understanding of the Company's administrative, legal, and financial status.
  2. Proof of the existence of Companies/LLPs when their annual reports are submitted accurately and on time to the ROC's official records.
  3. Keeping a company/LLP out of legal trouble for failure to file the ROC on time might result in severe penalties.

ROC Compliance FAQ’S

Compliance means complying with the laws, rules & regulations of the government.
Companies act 2013, and the ministry of corporate affairs governs the law and regulatory authority of India.
Corporate compliance is important as adhering to law, rules & regulations can save a company from prosecution of the panel.
Yes, all incorporated companies have to follow the laws, rules & regulations of the companies’ act 2013.
After the annual general meeting (AGM), each company is obliged to file an Annual Return (MGT-7) with the ROC within 60 days of the AGM, as well as financial statements (AOC-4) within 30 days of the AGM. The Auditor Appointment (ADT-1) must be filed Within 15 days of the AGM.
A board meeting is a meeting of the firm's board of directors held to manage the company. The first Board meeting must take place within 30 days of incorporation, and each Private Limited Company must hold a minimum of four Board of Directors meetings per year, i.e. one in each quarter. The general procedure is as follows: Issuing Notice and Agenda, scheduling Board meetings, maintaining an attendance register, and recording meeting minutes.
AGM is a meeting of shareholders conducted once a year to decide on the approval of the financial statements, distribution of dividends, and appointment or reappointment of directors and auditors. The first annual general meeting of shareholders will be held within nine months of the end of the first financial year. Subsequent AGMs will be held within six months after the financial year's end.
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