Registrar of Companies (ROC) compliance refers to the set of activities that companies need to undertake to ensure adherence to the rules and regulations specified by the Registrar of Companies in India. The ROC is an office under the Ministry of Corporate Affairs (MCA) responsible for regulating and supervising companies and their compliance with the Companies Act, 2013. Here is an overview of ROC compliance for companies:

1. Annual Compliance:

  • Conduct an Annual General Meeting (AGM) within six months from the end of the financial year.
  • File the annual return (Form MGT-7) within 60 days of the AGM.
  • File financial statements (Form AOC-4) within 30 days of the AGM.

2. Event-Based Compliance:

  • File various forms for specific events such as changes in directors (Form DIR-12), change in registered office (Form INC-22), and allotment of shares (Form PAS-3) within the prescribed timelines.

3. Board Meetings:

  • Hold at least four board meetings in a year with a maximum gap of 120 days between two consecutive meetings.

4. Audit Requirements:

  • Conduct an annual statutory audit of the company’s financial statements by a qualified auditor.

5. Income Tax Returns:

  • File the company’s income tax returns annually.

6. Compliance Certificate:

  • Obtain a compliance certificate (Form MGT-8) from a practicing company secretary annually.

7. Director’s Report:

  • Prepare and include a Director’s Report in the annual financial statements.

8. Maintenance of Statutory Registers:

  • Maintain statutory registers such as the register of members, register of charges, etc.

9. ROC Filings:

  • File various forms as required for specific events, such as changes in the company’s capital structure, creation/modification of charges, etc.

10. DIN KYC:

  • Directors should ensure that their Director Identification Number (DIN) KYC is updated annually.

11. ESI and PF Returns:

  • Ensure timely filing of Employees’ State Insurance (ESI) and Provident Fund (PF) returns.

12. ITR-V Acknowledgment:

  • Ensure the submission of the Income Tax Return-V (ITR-V) acknowledgment to the Centralized Processing Center (CPC) if e-filing of income tax returns.

Penalties for Non-Compliance:

  • Non-compliance with ROC requirements may result in penalties, fines, and legal consequences.

  • Directors and officers may face disqualification or other punitive actions.

Professional Assistance:

  • Companies often seek the assistance of professionals, such as company secretaries, chartered accountants, or legal advisors, to ensure accurate compliance with ROC requirements.

It’s essential to stay informed about changes in regulations and seek professional advice to ensure smooth ROC compliance. Rules and regulations may evolve, and compliance requirements may vary based on the specific circumstances of the company.