ROC Compliance for Companies and LLPs in India in Sanchore

What Is ROC Compliance?

The Registrar of Companies (ROC) is the authority under the Ministry of Corporate Affairs that maintains the public record of every company and LLP in India. ROC compliance means keeping that record complete and current by filing the forms and documents that the Companies Act, 2013 or the LLP Act, 2008 require, within the time allowed. It covers annual filings that arise every year and event-based filings that arise when something changes, such as a new director, a share allotment, the creation of a charge or a change of registered office.

ROC compliance is separate from income tax and GST compliance, although the numbers in all three should agree. A company can be perfectly regular in its tax returns and still be non-compliant with the ROC, and the reverse is equally true.

Who Must Comply?

• Private limited companies, public limited companies and One Person Companies, including those with no turnover.
• Small companies and Section 8 companies, which have some relaxations but the same basic obligation to file.
• Limited Liability Partnerships, which have their own annual forms.
• Newly incorporated entities, which also have one-time post-incorporation filings.
• Dormant or inactive entities, which are still required to file unless they have been struck off or have taken the status of a dormant company under the Act.

Annual Compliance Calendar for a Company

The exact dates depend on your financial year and when you hold your Annual General Meeting. For a company with a 31 March year-end, the typical annual cycle is as follows. These are general timelines, and the government extends or changes them by notification from time to time.

• Board meetings: at least four meetings in a year with a gap of not more than 120 days between two meetings, with relaxations for OPCs and small companies.
• Annual General Meeting: within six months of the end of the financial year, that is, generally by 30 September, for companies other than OPCs, which are exempt.
• Financial statements (AOC-4): within 30 days of the AGM. Certain classes of companies file in XBRL format.
• Annual return (MGT-7 or MGT-7A): within 60 days of the AGM. OPCs and small companies use the shorter form.
• Auditor appointment (ADT-1): within 15 days of the appointment at the AGM.
• Director KYC (DIR-3 KYC): by every director who holds a DIN, at the intervals the rules specify.
• Return of deposits (DPT-3): annual return of outstanding receipts of money or loans not treated as deposits, generally by 30 June.
• MSME dues (MSME-1): half-yearly return for payments pending to micro and small suppliers beyond the permitted period, where applicable.
• Beneficial ownership: declarations and filings in respect of significant beneficial owners, where applicable.
• Statutory registers and minutes: maintained as the Act and the Secretarial Standards require.

Annual Compliance for an LLP

• Statement of Account and Solvency (Form 8): filed every year by the date the Rules specify, generally within 30 days from the end of six months of the financial year.
• Annual Return (Form 11): filed within 60 days of the close of the financial year.
• Changes in partners and designated partners (Form 4) and changes in the LLP agreement (Form 3), within 30 days of the change.
• Designated partners' KYC and updates to the registered office, where required.

Event-Based Filings

Some filings arise only when something happens. Examples include allotment of shares (PAS-3), appointment or resignation of directors (DIR-12), registration of a charge on assets (CHG-1), special and certain board resolutions (MGT-14), change of registered office or name, increase in authorised capital, and the commencement of business declaration (INC-20A) for newly incorporated companies. The time limit for most is 30 days from the event, and the late fee starts running after that. These are available as separate services and can be included in an annual package if you want them.

What Our ROC Compliance Service Includes

• A review of your MCA master data and filing history to see what has been filed and what is pending.
• A compliance calendar for your entity type and financial year, with reminders.
• Drafting of AGM notice, board report, minutes and resolutions, based on the information you provide, in line with the Secretarial Standards.
• Preparation and filing of AOC-4 and MGT-7/7A for companies, or Form 8 and Form 11 for LLPs.
• Filing of ADT-1 and support for director KYC.
• Preparation of other annual forms that apply to you, such as DPT-3 and MSME-1.
• Updating of statutory registers, as agreed.
• Filing acknowledgements (SRNs) and filed copies, with a summary of what is complete and what is due next.

How the Process Works

We start with onboarding and a status check of your entity on the MCA portal. Based on this, we agree the filings in scope and the dates. When your accounts are finalised and audited, you share them with the key details of directors, shareholders and auditor. We draft the meeting documents and the form data, share them for review, and file after your approval. Digital signatures of directors and the professional are applied as the forms require. After the Registrar's system processes the form, we share the acknowledgement. Time taken depends on how quickly the audited financial statements and approvals are available, and on the portal's processing.

What Happens If You Do Not File?

• Additional fees: a late filing fee accrues for each day of delay on most forms, and it can exceed the normal filing fee in a short time.
• Penalties: the Act provides for monetary penalties on the company and on every officer in default, and for further punishment in certain cases.
• Director disqualification: a director of a company that has not filed financial statements or annual returns for a continuous period of three financial years can be disqualified, and the DIN can be deactivated.
• Strike-off: the Registrar can remove the name of a company that has not carried on business or has not filed returns for the period the Act specifies.
• Practical problems: difficulty in raising loans, opening or operating bank accounts, tenders, due diligence and exits.

If filings are already overdue, we review the position and prepare the pending forms, in sequence, with an estimate of additional fees. The relief available depends on the notifications in force and the facts, and we do not promise any waiver.

Important Considerations

• The statutory audit, tax filing and ROC filing should use the same final numbers, so finalise the accounts first.
• Meetings and resolutions have to actually take place in the manner the law requires. We help with documentation, but the decisions are yours.
• Annual compliance is a recurring service. Changes in directors, share capital or objects can add forms during the year.
• Replying to notices from the ROC, adjudication and compounding are separate services.