Annual ROC compliance

What it is

Compliance means following the laws, rules and requests that apply to your business. For a company or LLP, corporate compliance covers the filings, meetings, records and disclosures required under the Companies Act, 2013 and the LLP Act, 2008, along with tax filings under other laws.

The rule book changes often. Keeping up with it is part of staying in good standing with regulators, banks, customers and investors, and it also protects the directors personally.

Private limited company: annual filings with the Registrar

• MBP-1: every director discloses their interest in other entities at the first board meeting of each financial year, and again whenever that interest changes.
• DIR-8: every director confirms each financial year that they are not disqualified from being a director.
• ADT-1: filed within 15 days of appointing the auditor, who is appointed for a term of five years. The earlier requirement to ratify the appointment at every AGM was removed by the Companies (Amendment) Act, 2017.
• AOC-4: the balance sheet, statement of profit and loss, cash flow statement, directors' report, auditor's report and notice of AGM, filed within 30 days of the AGM.
• MGT-7, or MGT-7A for small companies and OPCs: the annual return, filed within 60 days of the AGM.
• MGT-8: a certificate on the annual return from a practising company secretary, required where paid-up capital is Rs. 10 crore or more or turnover is Rs. 50 crore or more.
• DIR-3 KYC: every DIN holder confirms their KYC by 30 September each year, or the DIN is deactivated.
• DPT-3 by 30 June (return of deposits and outstanding loans) and MSME-1 every half year (dues to MSME suppliers beyond 45 days), where applicable.

Private limited company: other compliances

• Directors' report prepared under section 134, signed by the chairperson if authorised by the board, otherwise by at least two directors.
• Approved financial statements, cash flow statement, directors' report and auditor's report sent to members at least 21 clear days before the AGM.
• Notice of AGM prepared under section 101 of the Companies Act, 2013 and Secretarial Standard 2, sent to all directors, members and the auditor.
• At least four board meetings a year with not more than 120 days between two meetings. Small companies may hold one meeting in each half of the calendar year with at least 90 days between them. The first board meeting is held within 30 days of incorporation.
• AGM held within six months of the end of the financial year, that is by 30 September, and not later than 15 months after the previous AGM.
• Statutory registers (members, directors, charges, related party contracts) and minute books maintained at the registered office.
• Income tax return in ITR-6 by 31 October, and tax audit where applicable.

One person company

• MBP-1: the director discloses interest in other entities each financial year and on any change.
• DIR-8: the director confirms non-disqualification each financial year.
• ADT-1: filed when the auditor is appointed for five years.
• AOC-4: balance sheet, statement of profit and loss, directors' report and auditor's report, filed within 180 days of the end of the financial year, since an OPC does not hold an AGM. No cash flow statement is required.
• MGT-7A: the annual return, filed within 60 days of the date on which the member signs the annual resolution in the minute book, which counts as the AGM date.
• Board meetings: none if there is only one director. If there are more, at least one meeting in each half of the calendar year with at least 90 days between them.
• DIR-3 KYC by 30 September and the income tax return in ITR-6 by 31 October.

Limited liability partnership

• Proper books of account on a cash or accrual basis under the double entry system, kept at the registered office and preserved for at least 8 years.
• Form 11 (annual return) within 60 days of the close of the financial year, that is by 30 May.
• Form 8 (statement of account and solvency) within 30 days from the end of six months of the financial year, that is by 30 October.
• Audit only if turnover exceeds Rs. 40 lakh or contribution exceeds Rs. 25 lakh.
• DIR-3 KYC for every designated partner by 30 September.
• Form 3 for any change in the LLP agreement and Form 4 for any change in partners, each within 30 days of the change.
• Income tax return in ITR-5 by 31 July, or by 31 October if the LLP is under audit.

What happens if you miss a due date

• AOC-4, MGT-7, Form 8 and Form 11 attract an additional fee of Rs. 100 per day per form for as long as the delay continues, with no upper limit.
• A DIN not updated through DIR-3 KYC is deactivated, and a fee of Rs. 5,000 applies to reactivate it.
• Directors of a company that has not filed financial statements or annual returns for three continuous financial years are disqualified under section 164(2) for five years, in that company and every other company.
• A company or LLP that stops filing can be struck off by the Registrar, and the directors or partners can be prosecuted.

Documents you will need

• Certificate of incorporation, MOA and AOA, or LLP agreement
• Last year's financial statements, audit report and filed ROC forms
• Bank statements for the full financial year
• Sales and purchase invoices, expense records and GST returns
• Details of changes during the year: directors or partners, capital, registered office, loans and charges
• Digital signatures of the directors or designated partners and of the auditor