What is

ROC Compliance?

Since a private limited company is governed by the Companies Act,2013 and Rules made thereunder, which prescribe certain compliances which can be categories as mandatory and some are event based compliances.

Compliances for private limited companies are in place to ensure transparency, accountability, and legal adherence and these are exist for below reasons:

1

Legal and Regulatory Requirements

2

Protection of Stakeholders

3

Financial Reporting and Transparency

4

Corporate Governance

5

Investors confidence

6

Avoiding Penalties and Legal liabilities

MANDATORY fOR

ROC COMPLIANCE(S) & PENALTY

(Applicable for all companies under companies act, 2013)

Compliance RequirementDue Date/PeriodicityPenalty for Non-Compliance
1. Commencement of BusinessEvery company shall file Form INC-20A within 180 days of its incorporation declaring that they have commenced business and received contribution from shareholders.i. Rs.50000 on company
ii. Rs.1000 per day on each directors upto maximum Rs.100000
iii. Late fee for form filling upto 12 times of normal fees based on number of days delay
2. Issue of Share CertificateØ Every company must issue share certificates to its shareholders within 2 months of its incorporation/or every allotment.i. Rs.25000 to Rs.500000 on company
ii. Rs.10000 to Rs.100000 on company
3. Maintaining statutory registers such as the register of members, directors, loans and investments, Deposits, charges, etc.Ø These registers to be maintained and updated on regular basis and be kept at Registered office of the company.i. Register of Members- Rs.50000 to Rs.300000 If defaults continue then Fine of Rs.1000 per day.
ii. Register of Charge- Rs.500000 to Rs.1000000 Officer in default – Rs.25000 to Rs.100000
iii. Register of Directors/KMP- Rs.50000 to Rs.500000

Note: Besides financial penalties, the directors may also be prosecuted with a jail term of upto 6 months.
4. Conducting of Board MeetingsØ Every company should held 1st board meeting within 30 days of incorporation.

Ø Thereafter every quarter one board meeting to be held.		i. Every officer/director in default shall be punishable with a fine of Rs.25000.
5. Maintenance of Minutes of the board meetingsØ Every company has to maintain Minutes of the Meeting, notice of calling a meeting along with Attendance Register.i. Company- Rs.25000
ii. Officer/Director- Rs.5000
6. Appointment of AuditorsØ Every company shall appoint an auditor in a Board meeting within 30 days of incorporation.

Ø In case board fails then first auditor to be appointed in EGM.		i. Company- Rs.25000 to Rs.500000
ii. Officers/Directors- Rs.10000 to Rs.100000 also liable for imprisonment of upto 1 year
7. Annual General MeetingØ AGM to be held every year by or before 30th September

Ø Minutes, Notice and Attendance register of AGM to be maintained		i. Default in holding AGM:
Company and Directors: fine which may extend to Rs.1,00,000 and Rs. 5,000 for every day of delay
ii. Minutes Book Maintenance:
Company: Penalty upto Rs. 25,000

Directors in default: Rs. 5,000.
8. Annual ROC compliances
Ø Annual Return in MGT-7
Ø Financial Statement in AOC-4
Ø Appointment of Auditors- ADT-1		Ø Annual return in MGT-7 to be filed within 60 days of AGM

Ø Audited Financial Statement in AOC-4 to be filed within 30 days of AGM
Ø Auditor appointed in AGM – ADT-1 to be filed within 15 days of AGM		i. Late ROC Filing Fees: Upto 12 times of normal filing fees for each Form separately i.e. MGT-7, AOC-4 & ADT-1 (Depending on the days Delay)
ii. Company: fine of Rs. 50,000 to Rs. 5,00,000 and


iii. Director in default: shall be punishable with imprisonment upto 6 Months or with Fine of Rs. 50,000 to Rs 5,00,000 or with both.
9. Annual KYC of DirectorsØ KYC of directors to be filed on or before 30th September in form DIR-3 KYCi. DIN will get deactivated unless it is activated after paying a late fee of Rs.5000

Event based

ROC COMPLIANCE(S) & PENALTY

(Applicable for all companies under companies act, 2013)

Compliance RequirementDue Date/PeriodicityPenalty for Non-Compliance
Changes in DirectorsWithin 30 days of the change in directors or KMP12 times of normal fee
Creation, modification and satisfaction of charge on secured borrowingsCHG-1 to be filed for creation or modification of charge within 30 days Octoberi.Delay upto 30 days- 3 times of normal fee
ii.Delay upto 120 days- 3 times of normal fee plus 0.025% ad valorem fee of the loan amount, maximum upto Rs.1 lakh
Changes in Registered officeForm INC -22 to be filed within 15 daysi.12 times of normal fee
ii. As per Section 12(8) – Rs.1000 per day upto maximum Rs.100000
Change of Name of the CompanyINC-24 to be filed within 60 days from applying reservation of Name in INC-1NA
Filing of ResolutionsMGT-14 to be filed within 30 days of passing resolutionsi.12 times of normal fee
Increase in Authorized and Paid Up share capitali. Authorised Share Capital- SH-7 within 30 days of passing an ordinary resolution
ii. Paid Up Share Capital- PAS-3 to be passed within 15 days of Allotment of shares		i.SH-7—Late fee 2.5 % for the period of delay upto 6 moths and 3% for delay beyond 6 months
ii.12 times of normal fee
Deposits TakenDPT-3 to be filed on or before 30th June i.12 times of normal fee
MSME returnMSME-1 to be filed for details of outstanding to MSME creditors on half yearly basis on 31st October and 30th April i.Fine of upto Rs.25000 on company
ii.Fine of Rs.25000 to Rs.300000 on director or imprisonment of 6 months or both
Alteration in MOA or AOAMGT-14 to be filed along with altered MOA/AOA, SR and Notice of Meeting within 30 days of passing special resolution. i.12 times of normal fee

WHY COMPLIANTO

Complianto offers a complete online process for Annual ROC filing, allowing you to register your entity and provide CA consultation while sitting comfortably at your home.

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OUR PLANS FOR

ROC Compliances AMC

  • Basic
  • ₹ 899
    per month (Excluding Government Fee)
  • Mandatory ROC Compliances
  • Regular Updates
  • CA/CS Assistance
  • Standard
  • ₹ 1999
    per month (Excluding Government Fee)
  • Mandatory ROC Compliances
  • Event Based ROC Compliances
  • Bookkeeping (upto 40 transactions per month)
  • Preparation of Financial Statement
  • Directors Report
  • Company's Income Tax Return
  • Regular Updates
  • CA/CS Assistance
  • Premium
  • ₹ 2999
    per month (Excluding Government Fee)
  • Mandatory ROC Compliances
  • Event Based ROC Compliances
  • Bookkeeping (upto 100 transactions per month)
  • Preparation of Financial Statement
  • Directors Report
  • Audit
  • Company's Income Tax Return
  • Director's Income Tax Return
  • Regular Updates
  • CA/CS Assistance

Have A Question?

FREQUENTLY ASKED QUESTIONS (FAQs)

ROC Compliance refer to the regulations that companies in India are required to follow in order to maintain their registration with the Registrar of Companies (ROC). These compliances are designed to ensure that companies are operating in a transparent and compliant manner.

Some of the most important ROC Compliance include:

  • Filing of annual returns: Companies are required to file an annual return in MGT-7 and financial statements in AOC-4 with the ROC within 60 days and 30 days of AGM respectively.
  • Compliance with other matters: Companies are required to comply with a number of regulations under the Companies Act, 2013. These regulations cover a wide range of topics, including the appointment of directors, the maintenance of registers, the conduct of meetings, Auditors appointment and registration of charges.

Compliances for private limited companies are in place to ensure transparency, accountability, and legal adherence and these are exist for below reasons:

  1. Legal and Regulatory Requirements
  2. Protection of Stakeholders
  3. Financial Reporting and Transparency
  4. Corporate Governance
  5. Investors confidence
  6. Avoiding Penalties and Legal liabilities

Below is the List of ROC Compliance applicable to private limited company

  • Filing of Annual returns via Form MGT 7 & Form AOC 4
  • Complying with AGM documentation like notice and minutes
  • Maintenance of Minutes book and Statutory registers
  • Timely issue of Share certificates
  • Yearly Disclosure of Interest by Directors in MBP-1
  • Issue or new Allotment of Shares
  • Change of name and Main objects of the Company
  • Appointment & Resignation of Directors
  • Transfer of Shares
  • Appointment of MD or CEO
  • Change in the Registered Office
  • Change in the Authorized Capital/ Paid-up Capital
  • Charge registration upon taking secured loan
  • Drafting Resolutions for various meetings
  • Changes in DIN

 

According to Section 139(6) of the Companies Act, 2013, the first auditor of a private limited company must be appointed by the Board of Directors within 30 days of its incorporation. If the Board of Directors fails to appoint an auditor within 30 days, an Extraordinary General Meeting (EGM) must be called within 90 days to appoint the first auditor. The first auditor will hold office till the conclusion of the first Annual General Meeting (AGM). The remuneration of the first auditor is to be decided by the Board of Directors as per Section 142(1). The appointment of the first auditor is governed by Section 139(6) which begins with a non-obstante clause and requires the consent and certificate of the auditor and filing of ADT-1 with the Registrar of Companies.

The appointment procedure for an auditor for a private limited company in India is as follows:

  1. Intimation to the proposed auditor(s): The Board of Directors of the company must intimate the proposed auditor(s) about the appointment and also check the eligibility of the auditor. The auditor must be a qualified chartered accountant (CA) or a cost accountant (CMA).
  2. Consent and certificate from auditor: The auditor must give their consent in writing to be appointed as the auditor of the company. The auditor must also submit a certificate of practice to the company.
  3. Recommendation from the Audit Committee: If the company has an Audit Committee, it must recommend the appointment of the auditor to the Board of Directors.
  4. Board meeting: The Board of Directors of the company must pass a resolution appointing the auditor. The resolution must be passed at a meeting of the Board of Directors.
  5. Approval of the auditor: The auditor must approve the appointment in writing.
  6. Filing of Form ADT-1 with the ROC: The company must file Form ADT-1 with the Registrar of Companies (ROC) within 15 days of the appointment of the auditor.

A board meeting is a meeting of the board of directors of a company to discuss and decide on important matters relating to the company. The board of directors is responsible for the overall management of the company, and the board meeting is the forum where they can exercise their authority.

Under the Companies Act 2013, every company is required to hold at least four board meetings in a calendar year. The first board meeting should be held within 30 days of the incorporation of the company. The gap between two consecutive board meetings should not exceed 120 days.

The notice of the board meeting should be given to all the directors at least seven days in advance. The notice should include the agenda of the meeting.

The quorum for a board meeting is the presence of a majority of the total number of directors. If there is no quorum, the meeting cannot be held.

The following are some of the compliances that need to be followed for board meetings under the Companies Act 2013:

  • Notice: All directors must be given notice of the meeting at least seven days in advance. The notice must include the date, time, and location of the meeting, as well as the agenda.
  • Quorum: A quorum is the minimum number of directors that must be present in order for a meeting to be valid. The quorum requirement is typically set at a majority of the total number of directors.
  • Minutes: Minutes must be kept of all board meetings. The minutes must include a record of the discussion that took place, as well as the decisions that were made.
  • Voting: All decisions at a board meeting must be made by a majority vote of the directors present.
  • Recording: The board meeting must be recorded in writing. The recording must include the date, time, and location of the meeting, as well as the names of the directors present and the decisions that were made.
  • Filing: The recording of the board meeting must be filed with the Registrar of Companies (ROC) within 30 days of the meeting.
  1. Register of members (Section – 88) in Form MGT- 01
  2. Register of Debenture holders (Section- 88) in Form MGT- 02
  3. Foreign Register of Members, Debenture holders, other security holders or beneficial owners residing outside India (Section- 88)
  4. Register of significant beneficial owners (Section 90) in Form BEN-3
  5. Register of Renewed and Duplicate Share Certificate (Section – 46) in Form SH-02
  6. Register of Sweat Equity Shares (Section – 54) in Form SH-03
  7. Register of Employee Stock Options (Section- 62) in Form SH-06
  8. Register of Shares or Securities which have been Bought Back (Section- 68) in Form SH-10
  9. Register of Deposits (Section- 74)
  10. Register of Charges (Section- 85) in Form CHG-07
  11. Register of Directors and KMPs (Section- 85)
  12. Register of Loans/Guarantee/Security and Acquisition by Company (Section 186) in Form MBP-2 13. Register of Investments not held in its own name (Section-187) in Form MBP-3
  13. Register of Contracts or Arrangements in which Directors are interested (Section-189) in Form MBP-4

 

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