ROC Annual Compliance Package

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AFTER INCORPORATION COMPLIANCES UNDER COMPANIES ACT, 2013

There are certain Compliance under Companies Act, 2013 that are required to be done once company registration is successfully completed. After registration every company gains a separate legal entity and it becomes liable to comply with all the legal requirements mandated under the Act. Following is a list of all such required compliance’s under Companies Act, 2013:

After successful incorporation every company is required to complete verification of its registered office with the registrar of companies. They have an option to communicate the same via SPICe Form at the time of incorporation. However, if that is not done, then it must be communicated through INC-22 within 30 days of incorporation.
Every registered company is required to display the following information outside its registered office and above its business letters, billheads and on all other official documents and publications:
• Company’s name
• Corporate Identification Number
• Registered office address
• Official phone number
• Website, email Id & Fax No.
Every newly incorporated company is required to conduct its first board meeting within 30 days from the date of its incorporation.
Every company is required to appoint an Auditor within 30 days of incorporation in a board meeting who will either be confirmed or changed in the subsequent AGM.
Every company is required to issue share certificates to the shareholder named in the incorporation document. All the incorporation details along with share certificate numbers must be mentioned in the records maintained by the company.

ANNUAL COMPLIANCES UNDER COMPANIES ACT, 2013

Now that we have covered all the after incorporation compliance under Companies Act, 2013, lets discuss about the compliance under Companies Act, 2013 that are required to be completed on yearly basis. Following is a list of all such yearly compliance under Companies Act, 2013:

Here we will discuss the yearly board meeting requirement. This is in addition to the first board meeting every registered company is required to conduct that we discussed in the after incorporation compliances. Every registered company is required to conduct minimum 4 board meeting every year. The maximum gap allowed between two consecutive board meetings is 120 days.
Apart from 4 board meetings every company is required to conduct its annual general meeting of its members every year. First AGM is required to be conducted within 9 months from the end of financial year and in the subsequent years it is required to be conducted within 6 months from the end of financial year. Maximum gap allowed between two subsequent annual general meeting is 15 months.
Every director is required to submit a disclosure of his/her interest in every other registered entity in Form MBP-1. This disclosure is required to be done every year in the first Board Meeting by every existing director on a mandatory basis. Along with yearly disclosure every director must also disclose any change in his/her interest in the subsequent board meeting after such change happened.
DIR-2 is used for submission of disclosure of non-disqualification by the directors of the company. The company must ensure receipt of this disclosure form every financial year.
As per Section 134 of the Companies Act, 2013 Board of Director of every registered company is required to prepare Director’s report. This Director’s report will be submitted with the Form AOC-4 at the time of annual filing. Director’s report will include information including financials, state of affairs, any kind of changes in company’s composition, declared dividends, loans etc.
Every company is required to ensure maintenance of its financials and circulate the same along with Director’s report and auditor’s report along with the Notice of their annual general meeting.
Every registered company is required to appoint an Auditor. Auditor can be appointed for a period of 5 years and information of their appointment is required to be submitted with the ROC in Form ADT- Earlier this appointment was required to be ratified every year in the AGM during the course of those 5 year. However, this requirement has been done away with.
Section 92 of Companies Act, 2013 specifies that annual return of every company is required to be submitted in e-Form MGT-7. It must be filed within 6 days from the date of its annual general meeting.For every company with paid up capital more than 10 crore rupees along with listed companies the annual return is required to be certified by practicing company secretary.
Along with annual return you are also required to submit company’s financials are required to be filed with ROC within 30 days from the date of its annual general meeting in e-Form AOC-4. Following documents are submitted as attachments with this form:
• Copy of Balance sheet
• Copy of Profit and Loss A/c
• Notice of AGM
• Director’s Report
• Auditors’ Report
Every director is required to disclose the details of interest in other registered companies through Form MBP-1 in the first board meeting held within 30 days after incorporation.
Every company is required to maintain minutes of every meeting held. These minutes must be prepared within 1 5 days of such meeting and are to be finalized within 30 days.
As per Section 85 & 88 of companies Act, 2013 every registered company is required to prepare and maintain certain statutory registers at its registered office. These statutory registers include Register of Members, Register of shareholders, Register of Charges, Register of Employee Stock Option, etc.
In case any registered company fails to maintain such statutory registers then such company and directors will be prosecuted and fined under the Act.
It is now mandatory for all directors having DIN to submit their KYC details in e-Form DIR 3 KYC every year. In case of default to file the e- Form on or before the due date, the DIN of the director will be marked as ‘Deactivated due to Non-filing of DIR-3 KYC’ by the ROC. In such cases, the default can be made good by filing the e-Form DIR-3 KYC after paying a late fine of INR 5,000.
Form 1 1 filed as a part of Annual compliance for LLP contains details of the partners, the contribution made by the partners, and all the details of body corporate as partners and their details. Every LLP registered company should file form 1 1 within 60 days of closure of the financial year along with the required fee. The due date for filing form 1 1 is 30th May every year.
Filing form 8 as a part of Annual compliance for LLP should be filed within due date, in the mid of the year (i.e. 30th October) and should be digitally signed by the partners and certified with the charted accountant. This form 8 includes two parts one is a statement of solvency, and two is the statement of accounts and income and expenditure.

EVENT BASED COMPLIANCES UNDER COMPANIES ACT, 2013

We discussed about compliances under Companies Act, 2013 which are to be done on annual basis even if there are no changes in the state of affairs of the company. However, apart from such regular compliances there are several even based compliances under Companies Act, 2013 that are required to be adhered to. Such compliances under Companies Act, 2013 are non-negotiable and are to be adhered to without any lapse. If there is any delay in filing such forms after due date then it attracts penalties and punishments.<br/>

 

Following are examples of few such event based compliances:

Whenever there is any change in board of directors including appointment and cessation or change in designation it must be communicated to the registrar through filing of DIR-12 within 30 days of such change.
Any company can change its registered office due to various reasons. However, it is obligated to intimate such change to the Registrar Of Company. Following are different scenarios for change in registered office:
• If such change is within the local limits of the city then only INC- 22 is required to be filed for intimation.
• If such change is outside the boundaries of city but within the state then special resolution is passed. E-Form MGT-14 along with INC-22 is required to be filed.
• On the other hand if registered office is shifted to another state or outside the jurisdiction of one ROC to another there are some additional compliance. Furthermore, along with MGT-14 and INC-22 company is required to file for Central Government approval in INC-23 and its confirmation is filed in INC-28.
In case you are planning to increase the authorized capital of any company first step is to pass a special resolution for changing the MOA in the EGM. File MGT-1 4 for registering such special resolution. Finally, the next step is to file SH-4 with the ROC.
If the members decide to change the name of a registered company then following steps are required to be followed:
• Check for name availability and reserve it through RUN service.
• Pass special resolution and file MGT-14.
• File INC-24 for central government approval.
These are the compliances under Companies Act, 2013 in case the company creates any charge i.e a security given for securing any amount of loan. In case of creation of a fresh charge or any modification of existing charge e-Form CNG-1 is required to be submitted.
On the other hand in case of settlement of charge e-Form CHG-4 is to be filed.
It is important to consider that these compliances under Companies Act, 2013 are tedious and repetitive process. Such compliances under Companies Act, 2013 is an on going process and not a onetime thing. Only event based compliances under Companies Act, 2013 are dependent on any incident. We provide regular follow with our client in reference to company’s compliance calendar. For any more information and consultancy visit The Corporate hub or drop us an email at info@corporatehub.in
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