ROC Filing
Every company is required to file the annual accounts and annual return as per The Companies Act, 2013 within 30 days and 60 days respectively from the conclusion of the Annual General Meeting. The ROC filing of annual accounts is governed under Section 129(3), 137, of The Companies Act, 2013 read with Rule 12 of the Company (Accounts) Rules, 2014 and annual return is governed under Section 92 of the Companies Act,2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014.
The procedure of ROC filing the annual return and annual accounts can be easily understood by the following process:
1. Hold a Board Meeting to
- Authorize the auditor for the preparation of financial statements as per Schedule III of the Companies Act, 2013.
- Authorize the Director or Company Secretary for preparation of Board Report and Annual Return as per the Companies Act, 2013.
2. Hold another Board Meeting for approving the draft financial statements, Board Report and Annual Return by the directors of the company.
3. Conduct the Annual General meeting of the Company and pass the necessary resolutions. Please note that the financial statements are considered final only when the same is approved by the shareholders at the General Meeting.
E-Forms to be Filed for ROC Filing Return:
| Name of E-form | Purpose of E-form | Attachments | Due Date of Filing | Applicability on Company |
|---|---|---|---|---|
| Form ADT-1 | Appointment of Auditor | Appointment Letter, Confirmation Letter from Company | 15 days from the conclusion of AGM. | Private Company, Public Limited Companies, Listed Company, One Person Company |
| Form AOC-4 and Form AOC-4 CFS (in case of Consolidated financial statements) | Filing of Annual Accounts | Board Report along with annexures: MGT-9, AOC-2, CSR Report, Corporate Governance Report, Secretarial Audit Report etc.. as per the nature of Company and financial statements | 30 days from the conclusion of the AGM(In case of OPC within 180 days from the close of financial year) | Private Company, Public Limited Companies, One Person Company |
| Form AOC-4(XBRL) | Filing of Annual Accounts in XBRL mode | XML document of financials of the Company | 30 days from the conclusion of the AGM | Listed companies in India and their Indian subsidiaries (or) a public company With paid-up capital >= 5 crores (or) With turnover>=100 crores |
| Form MGT-7 | Filing of Annual Return | List of shareholders, debenture holders, Share Transfer, MGT-8 | 60 days from the conclusion of AGM. | Private Company, Public Limited Companies, Listed Company, One Person Company |
| Form CRA-4 | Filing of Cost Audit Report | XML of Cost Audit | 30 days from the receipt of Cost Audit Report | Companies prescribed as per The Companies (Cost records and Audit Rules), 2014 amended from time to time. |
| Form MGT-14 | Filing of resolutions with MCA regarding Board Report and Annual Accounts | Certified true copy of the resolution. | 30 days from the date of Board Meeting | Public Companies and Listed Companies (Exempted for private companies) |
ROC E-filing Process on MCA (www.mca.gov.in)
1. Download the forms as per above table (i.e. AOC-4 and MGT-7) from the MCA website under :
- MCA services menu ⇒ E-filing ⇒ Company Forms Download.
2. Fill the appropriate E-forms applicable of your company and attach the pdf or XML documents as per the requirement of the form ⇒ Press Check form ⇒ Attach the Digital Signature of the Director and Practicing professional (if applicable; exempted for OPC and small companies) ⇒ Now do pre-scrutiny.
3. Get yourself registered on MCA portal as a Business User or registered user. After getting registered on the portal, login with your ID and password.
4. After login go to upload E-forms ⇒ Browse the filled and signed form from your system’s location.
5. After uploading the form, the system will automatically generate a payment window.
You have two options:
- Pay Later and save the challan generated and pay within the due time
- Pay using internet banking or debit/credit card facility simultaneously and save the payment challan for future reference.
6. After doing this complete process, you can track the transaction status of your form under MCA services menu. What you need to do is just put the SRN no. generated in the challan and you will be able to know whether your form is approved or for pending for approval.
General Points to be Kept in Mind while Doing the Annual ROC Filing:
- The notice of Board Meeting should be sent to all the directors before 7 days and acknowledgement for the same should be taken.
- As per Section 134 of the Companies Act, 2013 the financial statement, including consolidated financial statement, if any, shall be signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be the managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director.
- As per Section 101 of the Companies Act, 2013, a clear 21 days’ notice for the general meeting shall be given to all the members, legal representatives of any deceased person, auditor, and every director of the company by physical or electronic mode. The notice should also contain the location map of the venue of the general meeting as per Secretarial Standards and should be placed on the website if any.
- The company shall prepare its books of accounts and keep at its registered office. If the company chooses to place at any other place, then the company will have to file AOC-5 by passing a board resolution.
- While uploading the forms, care should be taken that the form is the latest version as provided on the MCA.
last updated 20 Feb 2020.