ROC Compliances

ROC Compliance

“Being in compliance may incur cost but Non-compliance can be more expensive at later stage”
JILIAN has managed to make a broad impact when it comes to compliances through its vision of doing right things instead of various market uncertainties. JILIAN has an expertise in the field of ROC related compliances be it incorporation of Companies/LLPs/Partnership firms and related documentation and compliances.

Our team of committed and qualified Chartered Accounts (CA), Company Secretaries (CS) and Lawyers always ensure to have a mechanism in place to take care of the following ROC compliances starting

From:
-advisory/consultation on compliance requirements,
– Drafting of forms and documents
To:
-Filing and attestation

ROC Compliance before Incorporation of the Company:

1. INC-32 (SPICE +) – all in one form for Incorporation of the Company includes application for-
i. DIN
ii. Availability of name
iii. First Directors
iv. Address of Registered Office
v. PAN & TAN
vi. EPFO Registration
vii. ESIC Registration
viii. Bank account

2. SPICE-MOA (INC-33)
3. SPICE-AOA (INC-34)
4. AGILE-PRO

After Incorporation of the Company, there are Two Types of ROC Compliances:
1. Periodical Compliances
2. Event base Compliances

Periodical Compliances:

 Filing of Financial Statement in Form AOC-4

Company is required file it’s Audited Financials along with Directors Report with ROC in form AOC-4 on annual basis within 30 days of holding AGM.

 Filing of Annual/Half Yearly Returns

– Indian Company is required to file its Annual Return with ROC in form MGT-7 within 60 days of holding AGM.
– Foreign Company is required to file its Annual Return with ROC in form FC-4 on within 60 days from end of financial year.
– Nidhi Company is required to Hal Yearly Return with ROC in form NDH-3 within 30 days from the end of half year.
– Companies who deals in goods and services from Micro, Small and Medium enterprises (MSMEs) is required to file half yearly return with ROC in form MSME-1 (due date of first half April to September is 31 st October; due of second half October to March is 30 th April)

 Board Meetings
– First Board Meeting required to be held within 30 days of Incorporation.
– Held minimum four Board Meetings every year with not more than gap of 120 days between two Board Meetings

 Annual General Meeting
To be held Every Year on or before 30 th September.

 Statutory Auditor
– First Auditor to be appointed by Board of Directors within 30 days of Incorporation.
– Subsequent appointment of Auditor on the 5 year cycle basis by filing form ADT-1 within 15 days from the date of appointment.

 Minutes of the Meeting
Company shall record minutes of every general meeting, meeting by postal ballot, and meeting of Board of Directors or committee meeting within 30 days of conclusion of every such meeting.

 Limited Liability Partnership (LLP)
– LLP is required to file annual return in form 11 by 30th May on Annual basis
– LLP is required to file statement of Account & Solvency in form 8 by 30th October on Annual basis

 Deposits
– Company (other than Banking Company, NBFCs, HFCs) having deposits and/or outstanding loans other than deposits is required to file annual return in form DPT-3 by 30th June every year.

 Reconciliation of share capital Audit Report on half yearly basis
Unlisted public Companies shall issue securities in demat form and accordingly, they are required to file form PAS-6 (reconciliation of share capital audit report) with ROC within 60 days from end of each half year.

Rule 9A of Companies (Prospectus and Allotment of Securities), Rules, 2014 for issue of securities in Demat form for unlisted public companies came in to effect 2nd Oct, 2018 bu PAS-6 has been notified by MCA w.e.f 15th July, 2020

Event Based Compliances:

 Declaration for the commencement of Business
Company is required to file a declaration in form 20A with ROC within 182 days of the incorporation of the Company at the time of commencement of business.

 Allotment of Securities
Mode of Allotment shares:
– Initial Public Offer
– Private Placements/ Preferential Allotment
– Right Issue
– Bonus Issue

If Company makes an allotment of any shares or securities basis any of the above mode, it shall require filing return of that allotment in form PAS-3 with ROC within 30 days of such allotment along with required documents attached.

 Appointment of Directors/Key Managerial Persons
Companies are required file DIR- 12 with ROC for appointment/change/resignation of Directors/Key Managerial Persons (KMP) within 30 days of such event.

 Filing of Resolutions with ROC
Certain resolutions passed by Unlisted/ Listed Public Companies in Board Meetings/ Shareholders Meetings/ Creditors Meeting pursuant to section 94 and 117 of the Companies Act, 2013 are required to be filed in MGT-14 with ROC within 30 days from such resolution being passed. Non filing can lead to certain penalties and will have to be complied basis condonation procedure.

 Registration, Modification and Satisfaction of charges

If Company is creating/ modifying any charge on any of its property or assets to secure any sort of borrowings, they have to file such charge with ROC in form CHG-1 (except for Debentures) within 30 days of such creation/ modification. CHG-4 to be filed within 30 days of satisfaction of such charge. For Debentures, CHG- 9 to be filed within 30 days of such creation/ modification.

 Notice of Board Meetings
-Notice to be send in writing to all the Directors
-Notice to be given by hand/ by speed post/ by registered post/by Fax or Email/any other Electronic mode
-Notice to be given at least 7 days before the date of meeting

 Notice of General Meetings (AGM/EGM)
-Approval of Notice (including proposed Resolutions and Explanatory Statement) in Board Meeting
-Notice to be given at 21 clear days before the date of meeting
-Notice to be given by hand/ by speed post/ by registered post/by Fax or Email/any other Electronic mode.
-Notice shall have the details of place, date, day and the hour of the meeting.
-Notice to be given to every member of the member, legal representative of any deceased member or assignee of insolvent member, auditor(s) of the Company, every director

 Significant Beneficial Owner
Pursuant to section 90 of Companies Act, 2013 read with Rule 4 of the Companies (Significant Beneficial Owners) Rules 2018, following compliances need to be done:
Filing of Form BEN-1: Every individual will declare its ownership to the Company in
form BEN-1 within 30 days of becoming Significant Beneficial Owner* in that Company.
Filing of Form BEN-2: Within 30 days of the receipt of BEN-1, Company will file a return with ROC of such declaration.
Form BEN-3: Company shall maintain a Register of Significant Beneficial Owners in form BEN-3.
Form BEN-4: If Company has a reasonable cause to believe that a person is a Significant Beneficial Owner, than Company shall send notice to such person in Form BEN -4 and require that person to comply with requirements under this section,
* Significant Beneficial Owner is defined under Companies Act, 2013

If, Non-Compliance or Delay in Compliance:

Non-compliance or delays may attract severe fines or penalties under Companies Act, 2013; they may vary from section to section under the Act.
For example,
-delay in compliance of filing various forms under Companies Act, 2013 shall attract penalty upto 12 times of normal fee.
– Non filing may result Company strike off by ROC and Directors Disqualifications from all other companies.