ROC and Annual Compliance
ROC and Annual Compliance refer to the mandatory filings that companies and LLPs in India must submit every financial year to the Registrar of Companies (ROC) under the Companies Act, 2013.
These filings include financial statements, annual returns, and other statutory documents that ensure transparency, accountability, and legal standing of the business.
Non-compliance can lead to penalties, legal action, and disqualification of directors.
Types of ROC and Annual Compliance
The type of ROC and Annual Compliance varies depending on the nature of the business entity — whether it’s a Private Limited Company, LLP, or Public Limited Company.
ROC Compliance for Private Limited Company
Every Private Limited Company registered under the Companies Act, 2013 must file annual forms such as: Form AOC-4: Submission of financial statements (Profit & Loss Account, Balance Sheet, etc.) Form MGT-7 / MGT-7A: Annual Return detailing company structure, shareholding, and directors. Form ADT-1: Auditor appointment details to ROC. Form DPT-3: Disclosure of loans or deposits held by the company.
ROC Compliance for LLP (Limited Liability Partnership)
Every LLP registered under the LLP Act, 2008 must file: Form 11: Annual return of partners and basic details. Form 8: Statement of accounts and solvency within 30 days from the end of six months of the financial year. Income Tax Return (ITR-5): To be filed separately with the Income Tax Department.
ROC Compliance for Public Limited Company
Public companies are subject to stricter compliance, including: Board Meeting and AGM filings under Form MGT-14 Filing of AOC-4 (XBRL) for listed or large-scale entities MGT-7 (Annual Return) and MGT-8 (Certification) by a practicing company secretary Regular filings for share allotment, director appointments, and auditor details.
Event-Based Compliance
Apart from annual filings, companies must also comply with event-based requirements, such as: Change in directors or registered office (Form DIR-12, INC-22) Allotment or transfer of shares (Form PAS-3) Appointment or resignation of auditor (Form ADT-1) Change in company name or capital structure.
Why Is ROC and Annual Compliance Important?
Legal Obligation:
Mandatory under the Companies Act, 2013 and LLP Act, 2008 to maintain good corporate governance.
Avoid Penalties:
Timely filing helps avoid hefty fines, prosecution, or disqualification of directors.
Financial Transparency:
ROC filings ensure that a company’s financial and operational data remain transparent to shareholders, creditors, and government authorities.
Credibility & Business Growth:
Regular compliance enhances business reputation, making it easier to raise funding or participate in government tenders.
Protection Against Legal Action:
Non-compliance can lead to strike-off or closure of the company by the ROC.
Better Investor Confidence:
Investors prefer companies that maintain consistent ROC and legal compliance, indicating trustworthiness.
FAQs
What is ROC compliance?
ROC compliance means filing annual returns, financial statements, and statutory forms with the Registrar of Companies to maintain active status.
Who needs to file ROC returns?
All companies (Private, Public, One Person Company) and LLPs registered under the MCA in India must file ROC returns annually.
What is the due date for ROC filings?
AOC-4: Within 30 days of the AGM.
MGT-7 / MGT-7A: Within 60 days of the AGM.
LLP Form 11: On or before 30th May every year.
LLP Form 8: On or before 30th October every year.
What are the penalties for late filing?
Late filing attracts a penalty of ₹100 per day per form until the date of filing. Continuous non-compliance may also lead to legal prosecution.
Can ROC filings be done online?
Yes. All ROC and Annual Compliance filings can be completed through the MCA (Ministry of Corporate Affairs) portal
Who is responsible for ROC compliance?
The company directors, partners (in case of LLPs), and the Company Secretary or Compliance Officer are responsible for ensuring timely filings.