RoC Filing forms and due dates in India

 

 

1. Whether compliance with ROC is mandatory to Companies and LLPs?

 

All the Companies and LLPs incorporated 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.

2. What are the various ROC Compliances Companies and LLPs have to do?

 

Companies and LLPs have to Comply with ROC by filing various return, forms and documents and these could be categorized in two heads.

• Annual compliance Filling– Compliances which are required to be made once in a year by all the companies and LLPs.
• Event Based Compliance Filling– Compliances which are required to be made from time to time on various events.

 

3. What is Annual Compliance Filing for Companies and their due dates?

 

As a part of Annual Filing, Companies are required to file the following e-Forms with the Registrar of Companies (ROC):

Document	e-Form	Due Date
Balance Sheet and Profit & Loss Account	Form AOC-4 to be filed by all companies	30 days from date of AGM
Annual Return	Form MGT-7 to be filed companies having share capital	60 days from date of AGM

 

 

4. What are the penal provisions for late filing of ROC Compliance Forms?

 

Period of Delay	Fixed rate of additional fee
Upto 30 days	Two times of normal filing fee
More than 30 days and upto 60 days	Four times of normal filing fee
More than 60 days and upto 90 days	Six times of normal filing fee
More than 90 days and upto 180 days	Ten times of normal filing fee
More than 180 days	Twelve times of normal filing fee

 

 

5. What is the penalty imposed if a Pvt. Ltd Co. fails to file annual return on time?

 

If a Company fails to comply with the provisions of filing with RoC, then the Company and every officer who is in default shall be punishable with fine for the period for which default continues.

 

 

6. What are the various events in which compliance with ROC is required?

 

 

Given below is the list of few events in which compliance with ROC is required:

• Change in Authorized/ 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.

• Change in composition of the Board of Directors.

• Appointment of Managing / whole time Directors.

• Entering into new business / Partnership.

• Alteration of memorandum and articles of association of the company.

• 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.

 

7. What are annual compliance for LLPs and their due dates?

 

 

Following Annual Filing for LLPs are required to be filed with the RoC:

• Form 8- 30th October
• Form 11- 30th May

 

8. What are the penal provisions for late filing of ROC Compliance Forms for LLPs?

 

For LLP, the straight rule of computation of late filing fee is Rs 100 per day of delay in filing.

 

 

9. What are the Penalties and Punishments under LLP Act, 2008 for non-filing of Annual Return?

 

The Limited Liability Partnership shall be shall be punishable with fine which shall not be less than Rs 25000 but which may extend to Rs. 5,00,000.

The designated partner of such limited liability partnership shall be punishable with fine which shall not be less than Rs. 10,000 but which may extend to Rs. 1,00,000.

 

10. From where can be the e-form downloaded?

 

The e-form for companies and LLPs can be downloaded from the MCA portal.

 

 

11. Which form shall be filed for resignation of directors?

 

 

E-form DIR-11 shall be filed by director within 30 days of resignation. Also, the company shall intimate the Registrar through filing of Form DIR-12 within 30 days from the effective date of resignation.

Note: The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later.

 

 

12.Which form shall be filed to increase the authorized share capital?

 

File form SH-7 within 30 days of passing of Ordinary Resolution with the concerned Registrar of Companies, with prescribed fees and along with following attachments:

1. Notice of EGM;
2. Certified True copy of Ordinary Resolution;
3. Altered Memorandum of Association.

13. Which form shall be filed to increase the subscribed share capital?

 

Subscribed capital and paid up capital of the company can be increased on filing and approval of Form PAS-3 (Return of allotment of shares).

 

 

14. What is the procedure to change the registered office?

 

Resolutions to be passed by the Company

 

• The Company has to pass a special resolution in a general meeting, if it wants to change the Registered office to a place which is outside the local limits of the city, town or village in which the registered office is presently located.

 

• The Company will have to pass a Board Resolution to authorise a director to sign and submit form INC-22.

 

Approvals required for change of registered office within the same state but with a different ROC

 

• If the company wants to change the registered office from the jurisdiction of one ROC to the jurisdiction of another ROC within the same state, the company has to apply for the approval of the Regional director (RD) in the prescribed manner (Form INC-23). Once the change is confirmed by the RD, the company has to file such confirmation to the ROC within a period of sixty days from the date of confirmation of the RD.

 

• The registrar shall confirm the change of the registered office within 30 days from the date of filing of the confirmation.

 

Change of Registered office from one state to another state

 

• For changing the registered office from one state to another, the company needs to amend the MOA.

 

• A special resolution needs to be passed by the company for alteration in the MOA. This special resolution also needs to be filed to the ROC in Form MGT-14 within 30 days of passing the resolution.

 

• For changing the registered office from one state to another, the company needs to get the approval of the CG in form INC-23. Following documents are to be attached along with the application in form INC-23 for change of registered office from one state to another:

 

• a copy of the memorandum and articles of association;

• a copy of the notice convening the general meeting along with relevant Explanatory Statement;

• a copy of the special resolution sanctioning the alteration by the members of the company;

• a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favour or against the resolution;

• an affidavit verifying the application;

• the list of creditors and debenture holders entitled to object to the application;

• an affidavit verifying the list of creditors;

• the document relating to payment of application fee;

• a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

• The Central Government shall dispose of the application for change of registered office outside the state within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company.

• The approval of the CG shall be filed with the Registrars of both the states in which the old and the new registered office of the company are situated.

• Registrar of the State where the registered office is being shifted to, shall register the change, and shall issue a fresh certificate of incorporation indicating the alteration.

 

15. Which form shall be filed for change in registered office?

 

• In case company has changed its registered office within local limits of the same city or place, intimation regarding the same has to be filed in Form INC-22.

 

• Similarly, if company wishes to shift or change its registered office outside local limits of city, town or village-

 

E-Form MGT-14 and then e-Form INC-22 are required to be filed to Registrar of Companies (ROC) to give effect to such change.

 

• In case, company wants to shift the registered office from one state to another state or from jurisdiction of one RoC to another-

1) Form MGT-14

2) Form INC-23 – File application with Central Government

3) Form INC-28

4) Form INC-22

 

16. Which form needs to be filed for Appointment of Auditors?

 

E-form ADT-1 shall be filed for appointment or change in auditors.

 

 

17. What is the procedure to change the object clause?

 

1. Calling of Board Meeting:

a) To get approval of Directors for change in object clause of Memorandum;

b) Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of shareholders, by way of Special Resolution, for amendment in object clause of Memorandum;

c) To approve notice of EGM along with Agenda and Explanatory Statement to be annexed to the notice of General Meeting as per section 102(1) of the Companies Act, 2013;

d) To authorize the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM) as approved by the board under clause 1(c) mentioned above.

2. Issue Notice of the EGM: to all Members, Directors and the Auditors of the company;

3. Holding of General Meeting: Hold the Extra-ordinary General meeting (EGM) on due date and pass the necessary Special Resolution for change in object clause of Memorandum.

4. ROC Form filing: As per section 13(6), Company is required to file Special Resolution passed by shareholders for alteration of Memorandum with concerned Registrar of Companies. Hence, file form MGT14 within 30 days of passing of Special Resolution with the concerned Registrar of Companies, with prescribed fees and along with following attachments:

1.    Notice of EGM;
2. Certified True copy of Special Resolution;
3. Altered Memorandum of Association;
4. Certified True copy of Board Resolution may be attached as an optional attachment.

 

 

18. What is the process of changing the name of the company?

 

• The existing company needs to file e-Form INC-1 for name approval.

• After the name is approved, MGT-14 (necessary resolution for alteration of Memorandum of Association and Articles of Association (MOA and AOA) needs to be filed.

• E-Form INC-24 (Application for approval of Central Government for change of name) needs to be filed.to give effect to change in name.

 

 

19. How can Taxmantra help in the above RoC compliances?

 

Taxmantra offers an “Amend your business” service for these purposes. When a company or LLP operates, there may come lots of situations wherein specific reporting to the various Government Departments are required. For eg: resignation of a director or designated partner, increase of authorized capital, re-issue and re-allotment of shares, transfer of shares, change of registered office, etc. Often businesses are not aware of these reporting formalities and fail to comply with the same. Consequently, they have to bear with undue penalties and additional fees. Taxmantra’s “Amend Your Business” service brings across the entire gamut of such services at the most effective cost in the industry.

 

Please visit Taxmantra – Amend Your Business page for service details or write to us at info@taxmantra.com.

 

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