Annual ROC Compliance & Filings (Company / LLP)
Every company registered in India, including private limited, limited company, one person company and section 8 company must file annual returns with ROC every year. It requires conducting of an Annual General Meeting and filing annual accounts with ROC. AGM must be held within 6 months from the end of the financial year i.e. 30th September every year. In case of new companies, first AGM should be held within 18 months from the date of incorporation or 9 months from the close of financial year whichever is earlier. Companies Act 2013 mandates that your financial year should start from 1st April and end on 31st March.
Usually, a company is required to file three forms with ROC. MGT 7, which contains details of shareholding structure, change in directorship and details of the transfer of shares during the year if any. AOC4, which contains details and annexures relating to 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. ADT 1 is filed for auditor appointment.
A end to end hand holding for your annual requirements is what we have in this plan. TAXAJ will assist you in matters like drafting, appointing, filling and much more.
It Usually takes 5 to 7 working days.
- Secretarial services of preparing board resolution, post AGM
- Yearly filing of MGT-7, AOC-4 for Pvt Ltd Company
- Yearly filing of Form 11, Form 8 for LLP
- Disclosure of Interest by director (Form MBP-1)
- Assistance in appointment of Auditor, if required
- Companies/LLP want to comply to the Annual Compliance as mandated my ROC/MCA
- Purchase the plan
- Share the documents/details as requested by us.
- We shall prepare the documents as required & get signed by you.
- Prepare the form as applicable & file it.
- Bank Statement of the Company along with mentioning nature & party to whom paid or received (If not already audited & needs to be audited by us)
- Shareholders & Shareholding Details of the company. (Including any transfer of shares, if any)
- Bank Account Number & IFSC of All Active Bank Accounts.
- Resignation Letter from Previous Auditor & Challan of Form ADT-3, if any
- DSC Tokens of the Directors.
- Email & Contact Number of the Company
- Copy of MoA, AoA
- Copy of board resolution
- List of shareholders with holdings
- Details of board composition
- Last year's tax return
- LLP Partnership Deed
- Particulars of penalties or compounding offences (if applicable)
Annual Filing for a Private Limited Company
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.
Annual Filing for a Limited Liability Partnership
LLPs in India must file its Annual Return within 60 days from the end of close of financial year and Statement of Account & Solvency within 30 days from end of six months of close of financial year. Unlike Companies, LLPs mandatorily have to maintain their financial year, as April 1st to March 31st. Therefore, LLP annual return is due on May 30th and the Statement of Account & Solvency is due on October 30th of each financial year. In addition to the MCA annual return, LLPs must also mandatorily file income tax return every year. TAXAJ provides a comprehensive LLP compliance service which includes LLP Annual Filing and LLP income tax return filing at a very affordable price point.
LLP Accounts Maintenance
All LLPs are required to maintain proper books of accounts since registration on cash basis or accrual basis. Private Limited Companies are required to maintain book of accounts only in accrual basis; however, LLPs have the option of maintaining book of accounts on cash basis as well. The book of accounts must be maintained at the Registered Office of the LLP and must contain information about all the money received and expended, assets and liabilities, statement of COGS, inventories and finished goods statement. At the end of each financial year, all the LLPs are required to prepare their financial statements within 6 months for filing with the ROC.
LLP Form 11
Annual return of a LLP is due within 60 days of close of financial year. LLPs must uniformly maintain a financial year that starts on April 1st and ends on March 31st, therefore the Annual return of a LLP is due on or before May 30th of each financial year.
Form 11 contains details of the number of partners, total number of partners, total contribution received by all partners, details of body corporate as partners and summary of partners. All LLPs should file this form within 60 days from the closure of the financial year with the prescribed fee. Hence, the due date for filing LLP Form 11 is 30th of May each year. TAXAJ's LLP Annual Compliance includes preparation and filing of LLP Form 11.
LLP Form 8
Statement of Accounts and Solvency of a LLP is due within 30 days from the end of six months of close of financial year. Statement of Accounts and Solvency is a mandatory filing that is required for all LLPs in India. Statement of Accounts and Solvency contains a declaration on the state of solvency of the LLP by the designated partners and also information related to statement of assets and liabilities and statement of income and expenditure of the LLP.
Form 8 must be filed within 30 days from the end of 6 months of the financial year along with some prescribed fee. This must be digitally signed by 2 designated partners and it must be certified by a chartered accountant/company secretary/cost accountant. Form 8 has contains Statement of Solvency, Statement of Accounts and Statement of Income & Expenditure. TAXAJ's LLP Annual Compliance includes preparation and filing of LLP Form 8.
LLP Tax Audit
LLPs are required to have its accounts audited by a practicing Chartered Accountant if its annual turnover, in any financial year exceeds Rs.40 lakhs or its contribution exceeds Rs.25 lakhs. In order to avail the exemption from audit, the LLPs accounts filed with the ROC must contain a statement by the Partners to the effect that the Partners acknowledge their responsibilities for complying with the requirements with respect to accounting and preparation of financial statements.
Income Tax Return Filing
LLPs must file income tax return using Form ITR 5. Form ITR 5 can be filed online through the income tax website using the digital signature of the designated partner. The deadline for LLP tax filing in India is July 31st if tax audit is not required. LLP whose turnover exceeded Rs. 40 Lakh or whose contribution exceeded Rs. 25 Lakh are required to get their accounts audited by a practising Chartered Accountant. The deadline for tax filing for LLP required to obtain audit is September 30th.
- Is return filing with ROC not same as income tax return?
Income tax return is submitted to Income Tax department whereas ROC returns are filed with Ministry of Corporate Affairs (MCA) with whom the company is registered. It is mandatory to file the prescribed ROC forms and other returns on annual basis.
- I am sole director of a One Person Company. What are the applicable Annual return forms and their due dates?
- Form MGT 7 is used to file Annual Return. The due date is 180 days from end of Financial Year(FY)
- Form AOC 4 is used to file Annual Accounts. The due date is 180 days from end of Financial Year(FY)
- What are the Annual return forms and their due dates for private limited companies other than One Person Companies?
- Form MGT 7 is used to file Annual Return. The due date is 60 days from conclusion of Annual General Meeting(AGM).
- Form AOC 4 is used to file Annual Accounts. The due date is 30 days from conclusion of Annual General Meeting(AGM).
- Our firm is registered as a Limited Liability Partnership Firm. What are the annual returns to be filed with MCA and what are their due dates?
For LLPs, the due date of Form 11 (Statement of Annual Return) filing is 60 days from end of financial year i.e 30th May of the Assessment Year. For form 8 (Statement of Solvency) the due date is 30th October.
Other returns include: *ADT 1 -for appointment of auditor *CRA 4 -for Cost Audit Report(if applicable) Following events also require filing with MCA:
- Change in name
- Change in registered office
- Change in board composition (e.g. appointment of director)
- Alteration of share capital
- For creation/modification/satisfaction of charge
- What are the consequences of not filing the forms?
If the LLP annual return form is not filed within due date, then a penalty of Rs.100 per day per form is applicable until the default continues. There is no limit on the maximum penalty amount and hence the amount increases over time., In case of company, the penalty amount depends upon the nominal share capital and period of delay.
- Do I need to get digital signature for filing ROC returns?
- LLP form 11 needs to be signed with digital signature of any one designated partner.
- In case of company, the annual return form has to be signed with the digital signature of the director or the company secretary in practice (as the case may be).
- Will there be any additional charges during ROC filing?
Yes, the plan covers only the professional & ROC filing fees (excluding fee for SH-7) from TAXAJ. Apart from this, there is stamp duty payable. Stamp duty charges are imposed by state in which the registered office is proposed to be located. The charges will be based on the nature of MCA form. In some states the amount varies according to the authorised capital of the company. These charges are not part of the plan’s price.
- What are the government fees applicable for annual ROC filing?
The fees differ based on your turnover and share capital, however minimum government charges are:
- AOC 4: Rs. 300.
- MGT-7: Rs. 300.
Yes, you can provide as many names as you desire. We will be filing a RUN(reserve unique name) form for each pair of names. Additional charges of Rs. 1000 will apply for each pair. These will not be covered in the current package.
In the current package, we cover upto 2 digital signatures for two directors. For two additional shareholders, you need to secure two additional digital signatures certificates. We offer digital signature certificate - Click here to purchase digital signature
To bring in additional director, you need to secure digital signature (DSC ).
Only passport of the foreign director is required. In some countries, residency certificate will be provided.
These need to be submitted for the application. Any incidental charges here is not covered in the package.