Registrar of Companies (ROC) is the official agency that deals with administration of Companies Act 2013 and it falls under Ministry of Corporate Affairs. All the Companies incorporated under the Companies Act, 2013 are mandatory required to file various forms, returns and documents with the Registrar of Companies (ROC) in an electronic mode within the prescribed time along with the prescribed fees. Annual return consists of information and documents that include the Balance Sheet of the Company, Profit & Loss Account, Compliance Certificate, Registered Office Address, Register of Member, Shares and Debentures details, Debt details and information about the Management of the Company. The annual return would also disclose the shareholding structure of the Company, changes in Directorship and details of transfers of securities. IndiaFilings can help file your Company’s annual return in India. Annual return can be prepared and filed by a Professional online through the MCA’s E-Filing portal.
Every company shall prepare a return (hereinafter referred to as the annual return) in Form No.MGT-7 containing the particulars as they stood on the close of the financial year.
Annual Return shall be signed by –
In case of all companies except OPC and small company:
- a director and the company secretary, or
- where there is no company secretary, by a PCS
In case of OPC and small company:
- the company secretary, or
- where there is no company secretary, by the director of the company.
Annual Return shall be filed within 60 days from the date on which the AGM is held
|Company||Fine which shall not be less than Rs.50,000/- but which may extend to Rs5,00,000/-|
|Officer||Imprisonment for a term which may extend to 6 months orFine which shall not be less than Rs.25,000/- but which may extend to Rs.5,00,000/- orwith both.|
|PCS||Fine which shall not be less than Rs.50,000/- but which may extend to Rs.5,00,000/-|
Following is the list of few events in which compliance with ROC is required:
- Change in Authorised / Paid up Capital of the Company.
- Allotment of new shares / transfer of shares / invitation to subscribe for shares.
- Issue of shares to the Directors / employees of the Company.
- Subdivision of face value of the shares of the Company.
- Investment in share / other securities. Giving Loans to other Companies.
- Change in composition of the Board of Directors.
- Appointment of Managing / whole time Director and payment of remuneration.
- Payment of remuneration to Director / his relative / firm of the Director etc. are contracting with any of the above.
- Loans to Directors / Members or to firms / companies where they are partner / members respectively. Giving loans to Companies under same management.
- Opening / closing of bank accounts or change in signatories of Bank account.
- Change in terms of the Loan taken earlier.
- Full payment of the amount of loan taken against the property of the Company.
- Acceptance of deposits from Directors / members of their relatives.
- Executing the documents under the common seal of the Company.
- Sale or purchase of the fixed assets of the Company.
- Entering into new business / Partnership.
- Alteration of memorandum and articles of association of the company.
- Doing the business with a non resident or a foreign citizen.
- Convening the meetings of the Company. Submission of the resolution to any other third party / any authority, maintenance of board meeting minutes book.
- Maintenance of minutes of general meetings and its attendance.
- Amalgamation of the Company with other company.
- Shifting the registered office of the Company from one place to other.
- Appointment or change of the Statutory Auditors of the Company.
- Agreement entered by the shareholders of the Company where Company is a Party.
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