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ROC-E-Filing
Under the ROC Filing, every company has to file its annual accounts and annual return as per The Companies Act, 2013 within 30 days and 60 days respectively in a computerized mode along with the prescribed fees or with the number of additional fees in the event of delayed filing.
The various documents, returns, etc. that are required for ROC Forms Filings could be categorized as those which are required to be filed once in a year (Annual Filing Obligations) and those which are required to be filed from time to time with ROC/Central Government as provided under the Act.
General Points to be Kept in Mind while Doing the Annual ROC Filing
The notice of Board Meeting should be sent to all the directors before 7 days and acknowledgment for the same should be taken.
As per Section 134 of the Companies Act, 2013 the financial statement, including consolidated financial statement, if any, shall be signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be the managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director.
As per Section 101 of the Companies Act, 2013, a clear 21 days’ notice for the general meeting shall be given to all the members, legal representatives of any deceased person, auditor, and every director of the company by physical or electronic mode. The notice should also contain the location map of the venue of the general meeting as per Secretarial Standards and should be placed on the website if any.
The company shall prepare its books of accounts and keep it at its registered office. If the company chooses to place at any other place, then the company will have to file AOC-5 by passing a board resolution.
While uploading the forms, care should be taken that the form is the latest version as provided on the MCA.
Functions of the ROC
The ROC takes care of the registration of a company (also referred to as incorporation of the company) in the country.
It completes regulation and reporting of companies and their shareholders and directors and also administers government reporting of several matters which includes the annual filing of numerous documents.
The Registrar of Companies plays an essential role in fostering and facilitating business culture.
Every company in the country requires the approval of the ROC to come into existence. The ROC provides an incorporation certificate which is the conclusive evidence of the existence of any company. A company, once incorporated, cannot cease unless the name of the company is struck-off from the register of companies.
Among other functions, it is worthy to note that the Registrar of Companies could also ask for supplementary information from any company. It could search its premises and seize the books of accounts with the prior approval of the court.
Most importantly, the Registrar of Companies could also file a petition for winding up of a company.
How companies are registered by the Registrar of Companies
No company can come into existence by itself. It requires a certificate of incorporation issued by the Registrar of Companies after the finalization of several statutory requirements. As part of the statutory process, the promoters need to submit several documents to the Registrar of Companies. These documents include Memorandum of Association (MoA), Articles of Association (AoA), the pre-incorporation agreement for appointing directors/ managing directors and the declaration by an authorized person confirming that requirements relating to registration have been adhered to.
After authenticating the documents, the ROC inputs the company’s name in the register of companies and releases the certificate of incorporation. The Registrar together with the certificate of incorporation also issues a certificate of commencement of business. A public limited company is required to get this certificate prior to commencing business.
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 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.
