ROC Full form and how to comply with ROC under companies act
Updated: Nov 12, 2021
What is ROC and what does it do?
The Registrar of Companies (ROC) is an office under the Indian Ministry of Corporate Affairs that deals with the administration of the Companies Act, 2013, The Limited Liability Partnership Act, 2008, The Company Secretaries Act, 1980 and The Chartered Accountants Act, 1949. These officers are from Indian Corporate Law Service cadre. 'ICLS' is an organised Group A service recruitment of which is done by UPSC through Civil Service Examination since 2009 along with other services like IRS, IAS & IPS etc. There are currently 25 Registrars of Companies (ROC) operating from offices in all major states of India. Some states, such as Maharashtra and Tamil Nadu, have two ROCs each. Section 609 of the Companies Act, 1956 tasks the ROCs with the primary duty of registering companies and LLPs floated in the respective states and the union territories under their administration.
The ROCs also ensure that LLPs comply with the statutory requirements under the Companies Act. The office of the ROC maintains a registry of records related to companies registered with them, and permits the general public to access this data on payment of a fee. The Union Government maintains administrative control over ROCs through Regional Directors. There are 7 Regional Directors, and they supervise the functioning of ROCs within their respective regions.
The Registrar of Company takes care of company registration (also known as incorporation) in India, completes reporting and regulation of companies and their directors and shareholders, and also oversees government reporting of various matters including the annual filling of various documents.
Functions of the ROC
1. ROC looks after the registration of a company also known as Company Incorporation.
2. The Registrar of Companies is responsible for the regulation and reporting of companies, their shareholder, as well as, directors and is in charge of the administration of government reporting of several matters related to the company such as annual filing of various documents.
3. ROC plays a vital role in fostering, facilitating, and maintaining a healthy business environment
4. The approval of the Registrar of Companies is required for the companies to even come into existence. The ROC furnishes the certificate of incorporation which serves as conclusive evidence of the existence of the company. Once a company has been registered in the registrar, it can cease to exist unless and until its name has been struck off from the registrar.
5. In addition to these functions, the ROC can ask for supplementary information with regard to the operations of the company. ROC is also well within their rights to search the place of business of the enterprise, as well as, seizure of the books of account without the need for any warrants or approvals from the court.
6. ROC can also file can also file a petition for the winding up of the company.
Salient features of ROC
ROC can refuse to register
ROC can refuse to register a company on various grounds. The Memorandum of Association (MOA) which is filled with the registrar comprises of five clauses viz. name clause; objects clause; registered office clause; capital clause and liability clause. The registrar needs to ensure that no registration is allowed for companies having an objectionable name. The registrar could also decline to register any company which has unlawful objectives.
The role of ROC continues even after the registration of a company
There is no end to the association of the ROC and a company. For instance, a company might require changing its name, objectives, or registered office. In every such instance, a company would have to intimate the ROC after completion of the formalities.
Filling resolutions with the Registrar of Companies
As per the provisions contained in section 117 of the Companies Act, every resolution is required to be filed with the ROC within 30 days of being passed. The Registrar of Companies needs to record all such resolutions. The Company law has also laid down the penalty in case of failure to file the resolutions with the registrar within the stipulated time. In other words, a company is required to intimate the Registrar of Companies concerning all of its activities which includes appointing directors or managing directors, issuing prospectus, appointing sole-selling agents, or the resolution regarding voluntary winding up, etc.
Company Registration Procedure. How does ROC register a Company?
The Certificate of Incorporation furnished by the registrar of companies is the only way in which a company can come into existence in India once they have given the required statutory documents. The procedure to incorporate a company in the country requires the promoters of the company to furnish a bunch of documents. The extensive list of documentation consists of the following:
ROC filing compliance
According to the Companies Act, some compliances need to be filed by every private organization registered under the Companies Act. These compliances are done by the ROC in full form. Annual compliances are filed by the ROC in full form and these include annual return draft, revelation by Directors, and refreshing the Statutory Register. All comes under ROC full form compliances.
This has to be precise and there is no need for any slack. And in case of slack, punishments and legal cases are bound to happen.
Private organizations have to file annual compliance. As the name suggests, it is done every year and according to the rules of the Companies Act. These are mandatory and general & monetary in nature. These are done by companies to avoid fines. And for this reason, companies have to be exact while preparing such compliances. Legitimate council and monetary accounting are suggested.
Types of ROC forms
Form 23AC (balance sheet) and Form 23 ACA (profit and loss)
The company’s balance (form 23AC) sheet has to be submitted to ROC in the full form within 30 days of AGM (Annual General Meeting). In case, the AGM is not scheduled, the company has to e-document the duplicate of the Balance sheet/Profit and Loss account (form 23AC) with the ROC full form within 30 days from the most recent day at the latest which the meeting ought to have been held.
Form 20B or Form 21A (Annual returns)
The annual returns of the company must be filed within 60 days of AGM (form 20B) or if the AGM (form 21A) is not held, then the returns have to be documented within 60 days of the AGM ought to have held.
Form 66 (compliance certificate)
All those companies, that have their paid-up share capital between Rs.10 lakhs to Rs. 50 crore, is required to file a compliance certificate under form 66 with the given provisions
Every company having paid-up capital of more than Rs.10 lakh has to carefully record a compliance certificate (which the company has gotten from the Company Secretary) with the ROC full form within 30 days from the Annual general meeting along with the annual report.
In the case of AGM not held by the company, then these documents need to be submitted to the ROC in the full form within 30 days from the most recent day at the latest which the meeting ought to have been held.
The procedure of ROC filing
Maintain the book of accounts
The very first step for every company is to maintain the book of accounts properly. This is a necessary step, not only for legal reasons but for business reasons as well. The Companies Act 2013 has made it mandatory for every business holder to maintain books of accounts.
This would be beneficial for business as this would be informative to the director of the company to know whether the business is making profits or incurring losses. TDS return filing, GST return filing, benefit assessment form, all include the act of maintaining books of accounts.
Prepare financial statements
Including the books of accounts, every company has to prepare the financial statements of the firm. The financial statements indicate the financial position of the firm, performance, and changes in the financial position of an assessee and incorporate balance sheet, benefit, and misfortune account and different statements and illustrative notes forming part thereof.
Appoint an auditor to the company
Every company has to appoint its first auditor within the first month of its operations. This service is taken by a Chartered Accountant, or a firm of Chartered Accountants thereof can be an auditor to the firm. This auditor has to be an autonomous body and should not have any predisposition towards the firm.
The auditor’s duties are valid till the AGM of the company, after that the firm could select the same auditor again or can supplant the auditor.
Statutory Audit of Private Limited Company Financial Statement
The audit is a vital part of the administration of the company. The auditor would audit the account and present the details of the audit of the company to the individuals. The auditor of the company has to let the company know whether the account is a genuine and reasonable representation of the firm or not.
Conduct an Annual General Meeting
The AGM or Annual General Meeting is among the owners of the company i.e. the shareholders. AGM has to be conducted every year without exception. And according to the
Companies Act, no company is absolved from this act, apart from one person company. In this meeting, the audited financial statements of the Company with the Auditor’s Report and Director’s Report are put before the individuals from the Company.
After this viewing, the shareholders launch the annual report of the company after due thought.
Annual filing with the ROC full form
After the Annual General Meeting is conducted, the company has to file an annual report to the ROC in full form. The annual report that is filed in the format given by the Ministry of Corporate Affairs is called the annual filing of the company. This return has to be filed within 60 days of the Annual General Meeting of the company.
Some important FAQs
Q- Who has to file for company ROC return?
A- The director of the company has to file for the ROC returns.
Q- What is the fee charged for filing ROC forms?
A- The government fee for ROC returns is Rs. 200.
Q- What is the penalty charged for filing late returns?
A- As a penalty Rs.100 is charged every day.