ROC Compliance by A Private Limited Company (PLC)
What does the topic ROC Compliance mean?
Let us understand its 2 components- ROC and Compliance
ROC
ROC is an abbreviation for Registrar of Companies. Who is this person? What does this person control? Who does this person report to? What is his relationship vis a vis a Company?
The Companies Act, 2013 (the Act) defines ‘Registrar’ to mean and include the Registrar, the Additional Registrars, the Joint Registrars, the Deputy Registrars and the Assistant Registrars, who are given the duty of processing the applications and registering companies and discharging all the duties/ functions delegated to them under the Act.
Compliance
The word Compliance as per the Merriam webster dictionary means: to follow a custom, rule or law
Takeaway
The phrase ROC Compliance means to follow the law related to Companies Act, 2013 and to be done through the offices of the Registrar.
Manual:
The Ministry of Corporate affairs has released a manual titled: Unified Manual of MCA wherein amongst other items, it deals with objectives of MCA, organisational structure, its vision and mission statements, the job description of each functionary etc.
For eg. the work allocation of the Registrar of Companies is stated as follows:
Compliances under various sections of Companies Act, 2013 after formation of a Company
Under this article, we will be dealing with those compliances that are to be complied by a Company, irrespective of the situation. These are mandatory compliances. These compliances are either by filing of forms with the MCA portal or to be given effect to in certain ways.
We will also write an article on procedural compliances to be undertaken, i.e. on the happening of certain events or decisions taken by the Company.
Compliances to undertaken through filing of FORMS
Under section 3
Change in the nominee of the One Person Company (OPC)
If the change is due to the nominee withdrawing his/ her consent or due to the death of the nominee, e-form INC-4 has to be filed.
Under section 10A
File E-Form 10A for commencement of business and to raise funds through loans etc. with a declaration from the directors of the Company that:
- all the first subscribers of the Company have bought in the money, relating to the shares agreed to be taken up by them, in the Memorandum of Association of the Company.
- verification of the registered office of the Company.
To know more about filing for approval of commencement of business post incorporation year, click here
Under section 12-
File details of registered office
If at the time of incorporation, the SPICe forms were not filed with Registered office address but with a communication address, then this Company will have to file Form INC-22 within 30 days of the date of incorporation with the ROC.
Under Section 92
Annual Return
File the annual return in E-Form MGT 7A (small Company or OPC) or MGT-7 (other companies) as on 31-March, within 60 days from the date of Annual general Meeting. Thus, if the date of the Annual General Meeting is 30-September, the last date of filing of MGT-7 / 7A will be 28-November. To know more about annual compliances of a company post incorporation year, click here
A certificate in Form MGT-8, from a CS in practice has to be attached to the Form 7/7A, if it’s a listed company or by any other company which has a paid-up share capital of Rs 10 Crore or more or Turnover of Rs.50 Crore or more.
A company that has a website, has to upload a copy of this annual return on its website and the web link to this annual return has to be stated in the annual report.
Remember, this copy that is uploaded will be in the draft stage, as the complete e-form with all DSCs will be filed only after the AGM has been held, but the web link has to be given in the Board report, which is circulated before the AGM.
Under section 137
File the standalone financial statements alongwith the required attachments in E-form AOC-4 with the registrar within 30 days from the adoption of them at the AGM. OPC will file the financial statements within 180 days from the close of its financial year (as an OPC is not required to hold an AGM)
Under section 139
File E-Form ADT-1 with the ROC, within 15 days from the date of appointing Statutory auditor along with a copy of the letter intimating the Auditor of such appointment. This is the responsibility of the Company. To know more, book your 15 minutes free call with an Expert. Click here.
Under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014
File DIR-3-KYC in either E-form (if any changes in director information) or through the web form (if no changes). A company should make sure that all the Directors have done their KYC within 30-September every year.
To know more, book your 15 minutes free call with an Expert. Click here.
To get your Director’s DIR-3-KYC done, purchase the service online by clicking here
Compliances to undertaken Other Than Filing of E-forms
Maintenance of Registers, Minute Books, Books of Accounts.
Every company has to maintain mandatorily, many registers, minute books and the books of accounts. A comprehensive list of all registers required to be maintained is covered in our blog titled: Statutory registers under the Companies Act, 2013.
Under section 12-
- Write the name and address of the company outside the registered office premises and every other office, branch office, premises, factory etc. in a manner more fully described in our blog : The WWH Of A Company’s Nameplate – Where, What And How
- all official communication including any official documents to have pertinent information more fully described in our blog: Company letterhead - Content is as Important as Design
- Get the Company seal made. To know more if a company should have a common seal or not, more fully described in our blog: Should a Company opt for a Common Seal?
Under section 15-
Altered MOA/ AOA-
If the Company has made any changes in the Memorandum and / or Articles of Association, then the Company should not give/ circulate any copy of the MoA and/ or AoA without first incorporating the changes therein.
Under section 56-
Subscription Share certificates-
Deliver the share certificates for subscription shares within 2 months from the date of incorporation to the first subscribers of the Memorandum of Association. This means that the printing, issue and delivering either physically/ through post/ through courier, of the share certificates, should all be completed within 2 months from the date of incorporation of the Company. For example if a company is incorporated on 01/01/2023, then by 27/02/2023, the share certificates should be delivered.
Transferred Share Certificates-
Deliver the share certificates if the transfer has been approved within 1 (one) month from the date of receipt of the share transfer form (SH-4), with endorsement and signing completed.
Share certificates on Transmission-
Deliver the share certificates, if the transmission has been duly taken on record, within 1 (one) month from the date of receipt of the request of transmission of shares, with endorsement and signing completed.
Under Section 96
Hold Annual General Meeting
within six months from the end of the financial year (this will be 9 months in case of the first AGM). Gap between this AGM and the last AGM should not be more than 15 months. Read our article When to hold a Company’s Annual General Meeting (AGM) to understand this better.
To understand the concepts of the financial year click here.
AGM cannot be on a National holiday, i.e. 26-January, 15-August and 2-October. AGM should be held within 9 am to 6 pm. Place of AGM is generally the registered office but it can be held at other places. Pls get in touch with our Expert to get more clarity.
An OPC is not required to hold an AGM.
Under section 118
Minutes of the meeting of the company have to be written, circulated and entered in the minute books within 30 days of the conclusion of each such meeting. These meetings include general meetings, board of directors meetings, meetings of the committees of the board, in the manner as stated in the section read with rules and Secretarial Standard 1 & 2. To know more, book your 15 minutes free call with an Expert. Click here
The provisions of this section are applicable to an OPC as stated when read in conjunction with section 122 of the Act.
Under section 128
Maintain books of accounts of the company including all offices and branch offices. These books include all associated documents, papers, books (like ledgers etc).
Prepare financial statements for each financial year which gives a ‘true and fair view’ of the company’s affairs.
This is to be maintained at the registered office of the Company. It may also be maintained in another place after filing certain forms. To know more, book your 15 minutes free call with an Expert. Click here.
Under section 129
Present at the AGM, the signed financial statements as prepared u/s 128 for the financial year.
This should be accompanied by the relevant Notes, Statutory Auditor’s Report, Secretarial Auditor’s report (if any) and the Board Report.. To know more about the signing of the financial statement and Board report, click here
This is the responsibility of the Board of the Company and not of the Company. To know more, book your 15 minutes free call with an Expert. Click here.
Further, consolidated financial statements have to be prepared if the company has subsidiary(ies), associate company(ies) and /or joint venture(s)
Under section 134
Prepare BOARD REPORT properly with all the explanations, remarks, disclosures, statements, and information that is required to be given. An OPC or small company can prepare the abridged Board Report. To know how to prepare an abridged board report and the contents thereof, book your 15 minutes free call with an Expert. Click here.
Signing of financial statements and Board Report has to be done properly and by the requisite number of Directors/ Chairman/ MD/CEO/ CFO/ CS. It should be signed only after the Board has approved the Financial statement. To know more, book your 15 minutes free call with an Expert. Click here.
Remember that the signing of both the Board Report and the financial statements, have to be done properly as these details are filled in the EForm AOC-4 that will be filed. The attachments too should be signed copies that reflect the same names as filled in the AOC-4. If there is a mis-match, they result in queries being issued by the ROC’s office and may lead to inquiry and investigation into the affairs of the Company.
Under section 139
Appoint First auditors within 30 days from date of incorporation of the Company. No form (ADT-1) is required to be filed for such appointment. Appoint Statutory auditor for a term of 5 years at the first AGM of the Company and intimate the Auditor of such appointment.
This is the responsibility of the Company. To know more, book your 15 minutes free call with an Expert. Click here.
Under section 184
Disclosure of Interest from a director in Form MBP-1
First Board Meeting of the Company- Every company should take on record the disclosure of interest as given by the first directors in the SPICE form at the time of incorporation
Subsequent years-
A company should make sure that every director submits his disclosure of interest in all companies/ body corporates/ sole proprietorship at the beginning of the financial year and it’s is recorded at the first board meeting of that financial year.
To know more and understand the complete format and dating of this disclosure, book your 15 minutes free call with an Expert. Click here.
