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FAQ on Yearly ROC Compliance for Company

Company is a corporate entity and is operated by legal rules and procedures given under the Companies Act 2013. ROC is also known as Registrar of Companies under the Ministry of Corporate Affairs looks after the compliances of Companies under its jurisdiction. Every Pvt. Ltd. company irrespective of its size has to file returns and documents to comply with the legal requirements given in the Act and is known as ROC compliances.

  • Filing of Annual returns via Form MGT 7 & Form AOC 4
  • Complying with AGM documentation
  • Maintenance of Minutes book and Statutory registers
  • Timely issue of Share certificates
  • Yearly Disclosure of Interest by Directors
  • ROC Filing for Event based compliances as given below
  • Issue or new Allotment of Shares
  • Change of name andMain objects of the Company
  • Appointment & Resignation of Directors
  • Transfer of Shares
  • Appointment of MD or CEO
  • Change in the Registered Office
  • Change in theAuthorized Capital/ Paid-up Capital
  • Charge registration upon taking secured loan
  • Drafting Resolutions for various meetings
  • Changes in DIN

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After the AGM for the year, every company is required to file itsAnnual Return(MGT-7) with theROC within 60 days of AGM along with the Financials(AOC-4) within 30 days of AGM.The Auditor Appointment (ADT-1) to be filed within 15 days from the AGM.

Board meeting is a meeting of Board of directors of the company held for management of the Company. First Board Meeting to be held within 30 days of dateof incorporation and every Private Limited Companymust holdminimum of 4 Board of Directorsmeeting in a year i.e. 1 in every Quarter.
The general procedure is Issuing Notice and Agenda, Board meeting to be held, Maintenance of Attendance register and Minutes of the meeting.

AGM is a meeting of Shareholders to be held every financial year to meet and decide upon the approval of Accounts, distribution of dividends, appointment or reappointment of directors and Auditors.
First AGMto be held within 9 months from thedate of closing first financial year. Subsequent AGM to be held within 6 monthsfrom the date of closing of the next financial year.


(Applicable for all companies under companies act, 2013)

Compliance to be done When is this compliance to be done? Penalty for Non-compliance
1. Issue of Share Certificates The company must issue the Share Certificates to its shareholders within 2 months of its Incorporation or new allotment
  • Company: Fine from Rs. 25,000 which may extend to Rs.500,000.
  • Directors: Fine from Rs. 10,000 which may extend to Rs. 100,000.
2. Statutory Registers 7 to 8 Mandatory Registers to be maintained and updated from time to time
  • Penalty: Rs. 50,000 which may extend to Rs. 3,00,000 and
  • Further fine: Rs. 1,000 day for which the default continues.
3. Board Meeting Compliances
  • 1st Board Meeting thirty days of date of incorporation and
  • One Board Meeting to be held in each quarter of the financial year.
  • Minutes of meeting to be prepared,Notice of Meeting should be given
  • Attendance Register of every meeting to be maintained.
  • Company: Fine from Rs. 25,000 and
  • Director in default: liable to a penalty of Rs. 5,000.
  • Non-compliance in Issue of Notice of Meeting, Director shall be liable to a penalty of Rs. 25,000.
4. Annual General Meeting (AGM) Compliance
  • AGM to be held every year
  • Minutes of AGM to be prepared
  • Notice of AGM should be given in advance.
  • Attendance Register of every General meeting to be maintained.

Default in holding AGM:

  • Company and Directors: in default shall be punishable with fine which may extend to Rs. 1,00,000 and
  • Rs. 5,000 for every day of delay

Minutes Book Maintenance:

  • Company: Penalty upto Rs. 25,000
  • Directors in default: shall be liable to a penalty of Rs. 5,000.
5. Annual ROC Filings

w.e.f 01/04/2014

  • Filing Annual Return (MGT-7)
  • Filing Financial Statements (AOC-4)
  • ADT-1 (Auditor Appointment)
  • Every company is required to file its Annual Return(MGT-7) with the ROC within 60 days of AGM.
  • The Financials(AOC-4) also to be filed within 30 days of AGM.
  • The Auditor Appointment (ADT-1) to be filled within 15 days from the AGM.
  • Additional ROC Filing Fees: Upto 12 times of normal filing fees for each Form separately i.e. MGT-7, AOC-4 & ADT-1 (Depending on the Delay time)
  • +

  • Company: Shall be punishable with fine of Rs. 50,000 which shall extend to Rs. 5,00,000 and
  • Director in default: shall be punishable with imprisonment upto 6 Months or with Minimum Fine of Rs. 50,000 which may extend to Rs 5,00,000 or with both.

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