Every company—whether Public, Private, Section 8, Producer Company, or any other entity incorporated under the Companies Act, 2013 or any earlier applicable law—is legally required to file its annual compliances with the Registrar of Companies (ROC). The company must submit its Financial Statements within 30 days of the Annual General Meeting (AGM) in e-Form AOC-4 or AOC-4 (CFS), as applicable. Additionally, the Annual Return must be filed in e-Form MGT-7 within 60 days from the conclusion of the AGM.
An AGM is required to be held once every financial year. The first AGM must be conducted within nine months from the end of the first financial year, while subsequent AGMs must be held within six months from the close of each financial year—generally by 30th September.
The Registrar of Companies functions under the Ministry of Corporate Affairs (MCA). As per Sections 129, 137, and 92 of the Act along with the relevant rules, audited financial statements must be filed with the ROC. Failure or delay in filing may result in significant penalties and additional fees.
The process of submitting audited financial statements and the annual return to the Registrar of Companies (ROC) under the Companies Act, 2013 involves the following key steps:
A meeting of the Board of Directors is convened to:
Authorize the statutory auditor to prepare the financial statements in accordance with Schedule III of the Act.
Authorize the Directors or the Company Secretary (if appointed) to prepare the Board’s Report and the Annual Return for the relevant financial year.
Another Board Meeting is held to review and approve the draft Financial Statements, Board’s Report, and Annual Return before placing them before the members.
The Directors then call and conduct the Annual General Meeting of the shareholders to pass the necessary resolutions. The Financial Statements become final only after they are approved and adopted by the members at the AGM.
While submitting annual returns and financial statements to the Registrar of Companies (ROC) under the Companies Act, 2013, every company must attach certain mandatory documents. The key documents required are as follows:
Adopted Financial Statements:
The financial statements approved at the Annual General Meeting (AGM), including the Balance Sheet, Profit and Loss Account, and Cash Flow Statement (where applicable), along with relevant notes to accounts. These are filed in e-Form AOC-4.
Board’s Report:
The Board Report together with its annexures, which provides details about the company’s performance and compliance, must also be attached in e-Form AOC-4.
List of Members:
A complete list of shareholders as on the close of the financial year is required to be filed in e-Form MGT-7.
Cost Audit Report (if applicable):
Companies covered under cost audit requirements must submit the Cost Audit Report in Form CRA-4.
The procedure for filing ROC forms on the portal of the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013 can be explained as follows:
Visit the MCA official website and download the applicable e-forms such as AOC-4 and MGT-7 from the “E-Filing” section.
Fill in the relevant details carefully and attach the necessary documents in PDF or XML format, as required. Verify all information, affix the Digital Signature Certificate (DSC) of the director and practicing professional (CA/CS/CMA), and run the pre-scrutiny check.
Create a user account as a registered or business user on the MCA portal and log in using valid credentials.
After logging in, go to the “Upload E-Forms” section and upload the duly signed forms from your system.
Once forms are uploaded, a Service Request Number (SRN) will be generated. Proceed to payment through net banking, debit/credit card, or opt to pay later within the permitted time. Save the challan for records.
After successful submission, track the status of your filing using the SRN under the MCA services section.
While completing ROC compliance under the Companies Act, 2013, companies must keep the following key points in mind:
Notice of Board Meeting:
A notice for every Board Meeting must be sent to all directors at least seven days in advance. Proper acknowledgment of the notice should also be obtained.
Signing of Financial Statements:
As per Section 134 of the Act, the Financial Statements must be signed by the Chairperson if duly authorized by the Board. If not, they must be signed by at least two directors, including the Managing Director (MD) or Chief Executive Officer (CEO), where applicable.
Notice of General Meeting:
In accordance with Section 101, a minimum of 21 clear days’ notice must be given for the General Meeting to all members, legal heirs of deceased members, auditors, and directors. The notice may be sent in physical or electronic form.
Maintenance of Books of Accounts:
All statutory books and financial records must be maintained at the registered office. If kept at any other location, Form AOC-5 must be filed after passing a Board Resolution.
Use of Updated Forms:
Before filing, ensure that the latest version of the e-forms as prescribed by MCA is used.
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