ROC Annual Compliances of Public Limited Company
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The Companies Act of 2013 has introduced comprehensive and stringent compliances for public limited companies and as a result, public limited companies in India, particularly those listed on stock exchanges, are now more concerned than ever with meeting their annual and periodic compliance obligations. These obligations include ROC (Registrar of Companies) compliances, tax-related compliances and many other miscellaneous compliances.
It is important to note that these compliances contain provisions for significant fines, penalties and even potential imprisonment in cases of delayed or non-compliance. The legal consequences associated with failing to fulfil these obligations have become more severe, underscoring the need for public limited companies to prioritise compliance and ensure timely adherence to the prescribed regulations.
The advantages of annual compliances with ROC regulations and rules for public companies are as mentioned below:
It is important to highlight that a Public Company has an obligation to fulfil annual compliances starting from its incorporation. Non-compliance presents numerous challenges for the company, including the imposition of penalties and fines. To avoid such situations, it is important to have a comprehensive understanding of the relevant compliances and ensure their timely fulfilment. This is especially critical for Public Companies, as they are required to provide accurate financial information to shareholders and investors.
By adhering to the necessary compliances, a company showcases its commitment to transparency, accountability and sound corporate governance. This demonstrates the company's dedication to operating ethically and responsibly within the regulatory framework.
It is therefore imperative for Public Companies to prioritise annual compliances and fulfil them diligently to avoid legal consequences, financial implications and reputational damage.
The following documents are necessary for the annual compliances of a public company:
Balance Sheet and the Profit and Loss Account:
Financial Statements:
Standalone financial statements or consolidated financial statements may be required.
Directors' Report:
Details of the Members:
Details of the Directors:
Secretarial Certificate and Other Necessary Documents:
When it comes to the annual compliances for a public limited company in India, the following are the main and significant requirements:
Event-Based Annual Compliances: These refer to the various obligations that a (listed) public limited company needs to fulfil throughout the year. These obligations encompass internal company administration, external business management, corporate growth initiatives, as well as any unforeseen or contingent activities that may arise.
Annual Compliances under other Applicable Laws: In addition to the company-specific requirements, public limited companies are also obligated to comply with various other laws. These laws encompass areas such as Labour and Employment, Corporate and Commercial, Excise and Custom, RBI (Reserve Bank of India), FEMA (Foreign Exchange Management Act), Intellectual Property, Pollution Control, PF (Provident Fund) and ESI (Employee State Insurance) Regulations, Maritime and Admiralty Laws and more.
The process of ensuring ROC compliances by a public company involves the following steps:
The annual compliance requirements and associated penalties for directors and companies in the event of non-compliance are mentioned below. Failure to adhere to these annual compliance obligations by a public company will result in the following consequences:
Non-Compliance |
Penalty |
Failure to Submit Annual Report |
The company may be forced to pay up to 9-12 times the normal fee for submission. |
Directors may be disqualified under the Companies Act, 2013. |
|
Failure to intimate the ROC about the appointment of Auditor in ADT-1 |
- Up to 30 days: 2 times the normal fees |
- Above 30 days below 60 days: 4 times the normal fees |
|
- Above 60 days below 90 days: 6 times the normal fees |
|
- Above 90 days below 180 days: 10 times the normal fees |
|
- Above 180 days: 12 times the normal fees |
|
Failure to submit Audit Report |
A penalty of 0.5% of turnover up to a maximum limit of 1,50,000 lakhs. |
Failure to maintain necessary registers and records |
- Penalty on the company & every Officer in Default: Not less than Rs. 50,000/- up to Rs. 3 lacs. |
- In case the default continues: Rs. 1,000/- per day until the default continues. |
|
Consequences of non-compliance |
Legal proceedings, possible dissolution of the company, notice for strike-off proceedings. |
By fulfilling ROC annual compliances, public companies demonstrate their commitment to transparency, accountability and good corporate governance. Compliance not only helps mitigate legal and financial risks but also fosters trust among shareholders, investors and other stakeholders. It is essential for public companies to prioritise these compliances and stay updated with any regulatory changes to ensure smooth operations and long-term success.
Startupfino is a company that specialises in offering complete services for ROC Compliances of Public 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:
By availing our services, entrepreneurs can avoid the negative outcomes of non-followance of rules and compliances. StartupFino works hard so as to provide services that are prompt as well as effective, so you can manage your business without any issues and without facing any penalties or problems.
StartupFino manages legal, financial & Compliance services through its team of professionals with the help our own technology.
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