Overview of ROC Annual Compliance

Following are the benefits of complying with ROC Annual Compliance:

Legal Standing

Fulfilling annual compliance requirements ensures that the company maintains its legal standing and remains in good standing with the ROC. It helps the company demonstrate its commitment to adhering to the laws and regulations governing its operations.

Stakeholder Confidence

Compliance instills confidence in stakeholders, including shareholders, investors, lenders and customers. By meeting the obligations set by the ROC, the company showcases transparency, accountability and sound governance practices, which can attract potential investors and foster trust among existing stakeholders.

Avoidance of Penalties

Non-compliance can result in penalties, fines and legal consequences. By fulfilling the annual compliance obligations, the company can avoid such penalties and mitigate the risk of legal disputes, saving both time and financial resources.

Improved Financial Management

The preparation of financial statements and the appointment of auditors as part of annual compliance facilitate better financial management. The company gains insights into its financial performance, enabling informed decision-making, identifying areas for improvement and ensuring accurate tax filings.

Business Opportunities

Many organisations, including potential partners, vendors and clients, prefer to work with companies that comply with legal requirements. Meeting the ROC's annual compliance obligations enhances the company's credibility and opens doors to new business opportunities and collaborations.

Access to Capital

Compliance can improve the company's access to capital. Lenders and financial institutions often evaluate a company's compliance track record before extending credit facilities. A strong compliance history demonstrates the company's reliability, making it more attractive for potential funding sources.

Regulatory Compliance

Annual compliance goes beyond the ROC and extends to other regulatory bodies. By adhering to ROC requirements, the company establishes a foundation for complying with other laws and regulations applicable to its industry, including tax laws, labor regulations, environmental standards and more.

Reputation and Brand Image

A compliant company builds a positive reputation and brand image in the market. Due to the demonstration of professionalism, ethical practices and commitment, it gives companies an opportunity to gain customer trust, attract top talent and ensure company's long-term success.

Risk Management

Compliance activities help identify and address potential risks. By regularly reviewing and updating statutory registers, maintaining proper records and conducting audits, the company can identify vulnerabilities, prevent fraudulent activities and implement appropriate risk mitigation strategies.

Long-Term Sustainability

Company's long-term sustainability and filing an annual compliance run hand in hand as it ensures legal compliance, mitigating risks and maintenance of stakeholder trust. It helps foster a positive business environment.

Following documents are must in order to ensure ROC Annual Compliance:

PAN Card

• The company's Permanent Account Number (PAN) card is essential for annual filing.
• PAN is a unique identification number which is issued by the IT department.

Certificate of Incorporation

• It serves as a legal document issued by the ROC at the initial stage of company formation.
• It is considered a proof that the company has been through registration and incorporation under the relevant laws.

MOA (Memorandum of Association) and AOA (Articles of Association) of Private Company

• The MOA and AOA are important foundational documents of the company.
• The MOA outlines the company's objectives and activities, while the AOA contains rules and regulations for internal governance.

Audited Financial Statements

• Auditing of such statements which can include balance sheet, profit and loss statement, cash flow statement etc. should be done by an independent auditor.
• These audited financial statements outline the company's financial position and performance during the financial year.

Audit Report & Board Report

• The independent auditor's report along with the audited financial statement help in providing an accurate expert opinion and compliance with accounting standards.
• The board report typically refers to a document prepared by the company's directors which highlights developments, goal achievements and future plans.

DSC (Digital Signature Certificate) of Director

• A valid and active Digital Signature Certificate of one of the directors must be provided.
• The DSC is a digital equivalent of a handwritten signature and is used to authenticate electronic documents and filings.
• The Digital Signature Certificate (DSC) of a director is required to authenticate the electronic filings made with the ROC, ensuring the security and authenticity of the submitted documents.

What is the Basic Checklist for ROC Annual Compliance?

Following is the basic checklist required for ROC Annual Compliances by a pvt. Ltd. Co.:

Payment of periodic dues

• Fulfilling Goods and Services Tax (GST) liability by making timely payments.
• Mandatory payment of Tax Deducted at Source (TDS) and Tax Collected at Source (TCS) as applicable.

Compliance of periodic returns

• Filing periodic returns such as monthly, quarterly and annual returns for GST, TDS and other applicable taxes.
• Submission of monthly or quarterly GST returns to report sales and purchases.
• Quarterly filing of TDS returns to report tax deducted on payments made.

Evaluation of advance tax liability and payment

• Regularly assessing the estimated advance tax liability based on projected income.
• Making periodic payments of advance tax to avoid interest and penalties.

Filing of Income Tax Returns

• Submitting the income tax return for the financial year.
• Ensuring accurate reporting of income, deductions and tax liability.

Filing of Tax Audit Report

• Conducting a tax audit as required i.e., if the turnover or gross receipts exceed the prescribed threshold.
• Filing the tax audit report along with the income tax return.

The procedure that is followed to ensure ROC Annual Compliance for a Pvt Ltd Company is as following:

Financial Statements:

• The financial statements like balance sheets, profit and loss statements and cash flow statements, are prepared first hand.
• In order to remain accurate and transparent, compliance with applicable accounting standards is maintained.
• They are then to be submitted to the ROC within the time frame.

Annual General Meeting (AGM):

• The AGM meeting should be held within a specified time period which is usually considered as six (6) months from the end of the financial year.
• Herein, shareholders get the chance to review and approve the financial statements.
• Documentation and filing of AGM minutes with the ROC, serving as an official record of the meeting's proceedings.

Director's Report

• The director's report which contains information regarding the company's performance, operations and future prospects is prepared.
• Information like the changes in share capital, significant contracts and corporate social responsibility initiatives are especially included.
• The director's report also has to be submitted to the ROC.

Audit

• The job of auditor is to conduct an annual audit of the company's accounts and simultaneously ensuring the accuracy and reliability of information.
• The auditor along with the examination of financial records and assessment of controls also is liable to provide an independent opinion on the company's financial statements.
• The audit report is then submitted to the ROC and helps in highlighting any findings or observations made by the auditor.

Annual Return

• The annual return is prepared, encompassing details of the company's shareholders, directors, registered office and share capital structure.
• Required information, such as changes in directorships, share transfers and other updates to statutory information, is included.
• The annual return is filed with the ROC within the specified time frame, providing an updated picture of the company's legal and ownership structure.

Statutory Registers and Records

• Statutory registers, including registers of members, directors and charges, are maintained by the company.
• Necessary records have to be updated and kept regularly so as to comply with record-keeping requirements.
• In case of an inspection by the designated authorities, the registers have to be made available easily so as to enable the verification of the company's compliance and ownership details, etc.

Compliance Certificates

• Certificate of incorporation or commencement of business is an example of one of the required compliance documents that a company obtains.
• The compliance certificates are then filed with the ROC where it serves as evidence of the company's compliance with specific legal requirements.

Other Regulatory Requirements

• Compliance with tax laws and regulation like payment and filing of tax returns within tax deadlines is ensured.
• Compliance with other relevant laws and regulations which are industry-specific such as environmental regulations or labor laws is maintained.

Following are the mandatory annual compliances that a pvt. ltd. company must ensure:

First Board Meeting

• Hold the first board meeting within 30 days of company incorporation.
• Provide a notice of the meeting to each director at least seven days in advance.

Subsequent Board Meetings

• Conduct a minimum of 4 board meetings per year.
• Maintain a gap of not more than 120 days between two consecutive meetings.

Filing of Acknowledgement of Interest by Directors

• Directors must disclose their interests in Form MBP-1 at the first meeting they attend as a director, the first meeting of the board in each financial year or when there are changes in their disclosures.
• Form MBP-1 should include details of their interests, including shareholding in other companies or organisations.

First Auditor

• Appointment of the first auditor of the company must take place within 30 days of incorporation.
• The first auditor's term will continue until the completion of the first Annual General Meeting (AGM).

Subsequent Auditor

• Appoint the auditor in the first AGM, who will hold the position until the 6th AGM.
• File ADT-1 within 15 days from the date of appointment, notifying the appointment of the auditor to the ROC.

Annual General Meeting (AGM)

• The meeting should be held within a specified time period which is typically considered as six months from the end of the financial year.
• Financial statements should be approved by shareholders for reviewing and questioning.
• Documentation and filing of AGM minutes with the ROC, serving as an official record of the meeting's proceedings.

Filing of Annual Returns (Form MGT-7)

• File the Annual Return in Form MGT-7 within 60 days of the conclusion of the Annual General Meeting.
• The Annual Return covers the period from 1st April to 31st March.

Filing of Financial Statements (Form AOC-4)

• File the company's financial statements, including the Balance Sheet, Profit and Loss Account and Director's Report, in Form AOC-4.
• File within 30 days of holding the Annual General Meeting.

Statutory Audit of Accounts

• Prepare the company's accounts for the financial year.
• Get the accounts audited by a Chartered Accountant or an appropriate person.
• Obtain an Audit Report and Audited Financial Statements to file with the Registrar.

ROC compliances are overseen by the Ministry of Corporate Affairs or MCA and enforced by the ROC offices across the country. ROC compliances include the filing of various forms, documents and annual returns with the ROC, maintaining statutory registers, conducting board meetings and more. Adhering to ROC compliances ensures transparency, accountability and legal compliance in the functioning of companies. Failure to comply with ROC requirements may result in penalties, fines or even the striking off of the company from the register.

Startupfino is a company that specialises in offering complete services for ROC Compliances of Private Limited Company. We can help you with everything from providing advice in the initial phase to ensuring that you meet all the necessary requirements and compliances. 

Our services include the following:

• Comprehensive assistance in preparing and filing all necessary forms and documents required for ROC compliance for private limited companies.
• We provide expert guidance in maintaining statutory registers, ensuring compliance with the Companies Act and avoiding any legal disputes.
• We offer timely reminders and updates on upcoming ROC compliance deadlines, helping you stay on track and avoid penalties.
• With our services, you can confidently navigate the complex process of annual return filing, ensuring accuracy and adherence to ROC guidelines.
• We provide thorough review and audit services to ensure your company's books of accounts and financial statements are compliant with ROC requirements.
• Our experienced professionals offer personalised consultation and support, addressing any queries or concerns related to ROC compliance for private limited companies.

By availing our services, entrepreneurs can avoid the negative outcomes of non-followance of rules and compliances. StartupFino works hard to provide services that are prompt and effective, so you can manage your business without any issues and without facing penalties or problems.