Compliance - ROC Annual Filing

Every company is required to file the annual accounts and annual return as per The Companies Act, 2013 within 30 days and 60 days respectively from the conclusion of the Annual General Meeting. The ROC filing of annual accounts is governed under Section 129(3), 137, of The Companies Act, 2013 read with Rule 12 of the Company (Accounts) Rules, 2014 and annual return is governed under Section 92 of the Companies Act,2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014.

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The procedure of ROC filing the annual return and annual accounts can be easily understood by the following process:

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1. Hold a Board Meeting to

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• Authorize the auditor for the preparation of financial statements as per Schedule III of the Companies Act, 2013.

• Authorize the Director or Company Secretary for preparation of Board Report and Annual Return as per the Companies Act, 2013.

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2. Hold another Board Meeting for approving the draft financial statements, Board Report and Annual Return by the directors of the company.

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3. Conduct the Annual General meeting of the Company and pass the necessary resolutions. Please note that the financial statements are considered final only when the same is approved by the shareholders at the General Meeting.

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Important points

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• 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.

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• The company shall prepare its books of accounts and keep 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.

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• The notice of Board Meeting should be sent to all the directors before 7 days and acknowledgement for the same should be taken.

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• 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.

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• While uploading the forms, care should be taken that the form is the latest version as provided on the MCA.

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• Additional fee payable if filing is delayed beyond the due date.