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Beyond Filings: Expert ROC Compliance for Your Business

ROC compliance doesn’t have to be complex—we’re here to make it easy. At GSTBookkeeper, we take care of everything from company incorporation and annual filings to maintaining statutory registers, handling board resolutions, and managing all event-based compliances tailored to your business. Whether you’re just starting your company or juggling corporate mandates every year, we’ve got your back. We handle the regulatory paperwork, so you can focus on running and growing your business with confidence.

Complete ROC Compliance, From Start to Finish

Annual Forms Filling

Annual Forms Filing (India) – Short Overview

Annual forms filing ensures your company stays compliant and “active” with the Registrar of Companies (ROC) under the Companies Act, 2013, and other tax authorities.

I. Core ROC Annual Forms:

  1. Form AOC-4 (Financial Statements):

    • What: Files your company’s audited Balance Sheet, P&L, etc.
    • Due: Within 30 days of the Annual General Meeting (AGM).
    • Note: XBRL versions (AOC-4 XBRL) for larger companies.

  2. Form MGT-7 (Annual Return):

    • What: Provides key company details (shareholders, directors, capital, etc.).
    • Due: Within 60 days of the AGM.
    • Note: MGT-7A is a simplified version for Small Companies/OPCs.

II. Other Crucial Annual Compliances:

  1. Annual General Meeting (AGM):

    • What: Mandatory yearly meeting to adopt financials, appoint auditors, etc.
    • Due: Within 6 months of financial year end (max 15 months between AGMs).

  2. DIR-3 KYC:

    • What: Annual KYC verification for every Director Identification Number (DIN) holder.
    • Due: September 30th annually.

  3. DPT-3 (Return of Deposits):

    • What: Reports details of deposits/loans received by the company.
    • Due: June 30th annually (as of March 31st position).

  4. Income Tax Return (ITR-6):

    • What: Mandatory tax filing for all companies.
    • Due: Generally October 31st (may vary with tax audits or extensions).

  5. MSME-1 (Half-yearly):

    • What: Reports outstanding payments to Micro & Small Enterprises (if applicable).
    • Due: April 30th (Oct-Mar) & Oct 31st (Apr-Sep).

III. Why it’s Critical:

  • Avoid Penalties: Significant daily fines for late filing.
  • Prevent Director Disqualification: Non-compliance can lead to directors being disqualified.
  • Maintain Active Status: Ensures your company remains “Active” on ROC records, crucial for all business activities.
  • Credibility: Essential for financial stakeholders (banks, investors).

All Charges Related Forms Filling

Charges Related Forms Filling – Short Overview

“Charges” refer to the creation of security (like a mortgage or hypothecation) on a company’s assets to secure a loan or other financial obligation. All such charges must be registered with the Registrar of Companies (ROC) to be valid against other creditors.

I. Key Forms for Charge Management:

  1. Form CHG-1 (Creation/Modification of Charge):

    • What: Used to register a charge created on the company’s assets (e.g., land, machinery, stock, book debts) in favor of a lender (e.g., bank, financial institution).
    • Details: Includes particulars of the company, charge holder, charge amount, type of charge, and assets charged.
    • Due Date: Within 30 days of the creation or modification of the charge.
    • Late Filing: Can be filed within an extended period (up to 300 days) with additional fees. Beyond 300 days, condonation from the Central Government (CG) is required.

  2. Form CHG-4 (Satisfaction of Charge):

    • What: Used to inform the ROC that a charge has been fully repaid or satisfied (i.e., the loan has been repaid, and the security is released).
    • Details: Requires proof of satisfaction from the charge holder (e.g., No Dues Certificate).
    • Due Date: Within 30 days from the date of satisfaction of the charge.
    • Late Filing: Can be filed within an extended period (up to 300 days) with additional fees. Beyond 300 days, condonation from the CG is required.

  3. Form CHG-9 (Creation/Modification of Charge for Debentures):

    • What: Similar to CHG-1, but specifically used for charges created over assets for securing debentures.
    • Due Date: Within 30 days of creation/modification (same late filing provisions as CHG-1).

II. Why Charge Filing is Critical:

  • Legal Validity: An unregistered charge is void against the liquidator and other creditors in case of winding-up.
  • Priority: Registered charges establish priority over unregistered ones.
  • Transparency: Provides public notice of the company’s financial obligations and assets charged.
  • Avoid Penalties: Significant monetary penalties apply for late filing of these forms.

III. Important Considerations:

  • Digital Signatures: All forms require digital signatures of authorized signatories (Director, Company Secretary, or practicing professional).
  • Supporting Documents: Proper attachments (e.g., loan agreements, sanction letters, board resolutions, charge creation instruments, satisfaction letters) are mandatory.
  • Adjudication of Stamp Duty: Charge documents must be properly stamped as per state stamp duty laws (e.g., in West Bengal) before filing.

Director Related Forms Filling

Director Related Forms Filling – Short Overview

These forms are crucial for informing the ROC about changes, appointments, or cessation of directors, and for their annual compliance.

I. Key Forms for Director Management:

  1. Form DIR-12 (Appointment/Change/Cessation of Directors):

    • What: The most frequently used form. It’s filed to inform the ROC about:
      • Appointment of a new Director or Key Managerial Personnel (KMP).
      • Cessation (resignation, removal, death) of a Director or KMP.
      • Change in the details (e.g., address, name) of an existing Director.
    • Due Date: Generally within 30 days of the event (appointment, cessation, or change).
    • Importance: Crucial for updating company records and compliance.

  2. Form DIR-3 KYC (Director KYC):

    • What: Mandatory annual e-form for every individual holding a Director Identification Number (DIN). It’s a KYC (Know Your Customer) requirement.
    • Due Date: Annually by September 30th.
    • Importance: Failure to file leads to deactivation of the DIN, preventing the director from making any filings, and requiring a high penalty for reactivation.

II. Other Relevant Forms (less common but related):

  1. Form DIR-3 (Application for DIN):

    • What: Used by an individual to apply for a Director Identification Number (DIN) if they don’t already have one. This is generally filed only once.

  2. Form DIR-5 (Application for Surrender of DIN):

    • What: Used by an individual to surrender their DIN if they are no longer a director in any company and do not intend to be one.

III. Why Director Related Filings are Critical:

  • Legal Compliance: Mandatory under the Companies Act, 2013.
  • Accuracy of Public Records: Ensures the MCA portal reflects the correct status of directors.
  • Avoid Penalties: Significant fines can be levied for late or non-filing.
  • Director Status: Non-compliance can lead to disqualification of directors.
  • Business Operations: Incorrect or outdated director information can hinder company operations (e.g., banking, signing documents).

Conversion of PVT LTD

Conversion of PVT LTD – Short Overview

This process involves altering the company’s legal structure, typically to gain more flexibility (LLP) or access public funding (Public Ltd).

I. Conversion to Public Limited Company (Most Common):

  • Why: To raise capital from the public (e.g., through IPOs), allow free transferability of shares, and remove restrictions on member limits.
  • Key Requirements:
    • Minimum 7 Shareholders.
    • Minimum 3 Directors.
    • Alteration of Memorandum of Association (MOA) and Articles of Association (AOA).
    • Remove “Private” from the company name.
  • Key Steps:
    1. Board Meeting: Pass a Board Resolution approving the conversion and calling for an Extraordinary General Meeting (EGM).
    2. EGM: Pass a Special Resolution (75% majority) by shareholders for conversion and MOA/AOA changes.
    3. ROC Filings:
      • Form MGT-14: File the special resolution within 30 days of the EGM.
      • Form INC-27: File the application for conversion within 15 days of the EGM.
    4. ROC Approval: The ROC issues a new Certificate of Incorporation, changing the company’s status.
  • Implication: Higher compliance burden, increased public scrutiny, and a larger governance framework.

II. Conversion to Limited Liability Partnership (LLP):

  • Why: To reduce compliance burden, enjoy limited liability, and have a more flexible management structure.
  • Key Requirements:
    • All shareholders of the company must become partners in the LLP.
    • No open (unsatisfied) charges against the company.
    • Company must be financially compliant (latest IT returns, no pending forms).
  • Key Steps:
    1. Board Meeting & Shareholder Consent: Obtain consent from all shareholders and creditors.
    2. Name Approval (RUN-LLP): Reserve the LLP name (usually same as company, with “LLP” suffix).
    3. ROC Filings:
      • Form FiLLiP: Application for LLP incorporation, mentioning conversion.
      • Form 18: Application for conversion of the company into LLP.
      • Form 14: Intimation to ROC (Companies Act) about the conversion.
    4. LLP Agreement: File Form 3 within 30 days of LLP incorporation.
  • Implication: Simpler compliance, lower costs, but cannot raise equity from the public.

Company Into LLP Organization

Company to LLP Conversion – Short Overview

Converting a Company into an LLP allows a corporate entity to transition to a simpler, more flexible structure with limited liability benefits, often leading to reduced compliance burden.

I. Why Convert to LLP?

  • Reduced Compliance: LLPs have fewer regulatory compliances compared to private limited companies (e.g., no mandatory annual general meetings, simpler annual filings).
  • Lower Costs: Generally lower maintenance costs.
  • Flexibility: Greater internal management flexibility through the LLP Agreement.
  • Limited Liability: Partners’ liability is limited to their agreed contribution, similar to shareholders in a company.

II. Key Conditions for Conversion:

  • Unanimous Consent: All shareholders of the company must become partners in the LLP.
  • Creditor Consent: Consent from all secured creditors is mandatory.
  • No Outstanding Filings: The company must have filed all its pending annual returns and financial statements with the ROC.
  • No Pending Charges: No open (unsatisfied) charges registered against the company’s assets.
  • Solvency: The company must be solvent.

III. Key Steps in Conversion Process:

  1. Board Meeting & Shareholder Consent:
    • Pass a Board Resolution approving the conversion.
    • Obtain consent from all shareholders (usually through an Extraordinary General Meeting) and all secured creditors.
  2. Name Reservation:
    • File RUN-LLP form to reserve the name for the proposed LLP (often the existing company name with “LLP” suffix).
  3. ROC Filing (Conversion Application):
    • File Form FiLLiP (Form for Incorporation of LLP) along with a statement for conversion from company to LLP.
    • Simultaneously, file Form 18 (Application and Statement for conversion of a company into LLP).
  4. Intimation to ROC (Companies Act):
    • After LLP incorporation, file Form 14 with the Registrar of Companies (under the Companies Act) within 15 days, informing them of the company’s conversion into an LLP.
    • The company will then be dissolved by the ROC.
  5. LLP Agreement:
    • File Form 3 (Information with regard to LLP Agreement) within 30 days of the LLP’s incorporation.

IV. Implications:

  • The company ceases to exist after conversion, and all its assets, liabilities, and undertakings transfer to the newly formed LLP.
  • The LLP takes over all existing contracts and legal proceedings.
  • The structure shifts from equity-based (shares) to contribution-based (partners).

Other Compliance Related Forms Filling (INC 22A, DPT-3,MSME-1, ETC)

Other Compliance Related Forms Filling – Short Overview

These forms address specific aspects of a company’s operations, financial dealings, or status, ensuring transparency and adherence to various MCA (Ministry of Corporate Affairs) rules.

  1. Form INC-22A (ACTIVE):

    • What: A one-time form (introduced in 2019) to confirm the registered office address and operational status of companies incorporated on or before December 31, 2017.
    • Purpose: To combat shell companies and verify active physical presence.
    • Due Date: Was April 25, 2019 (with late fees applicable for subsequent filings/reactivation). Note: This is generally a one-time filing from a specific period; new companies don’t file it unless otherwise notified.
    • Implication: Non-filing led to “ACTIVE – non-compliant” status, restricting other ROC filings and incurring penalties.

  2. Form DPT-3 (Return of Deposits):

    • What: An annual return by companies (excluding government companies) providing details of deposits and outstanding loans/money received that are not classified as deposits. This covers almost all borrowings from sources other than banks (e.g., director loans, inter-corporate loans, certain advances).
    • Purpose: To enhance transparency regarding a company’s borrowings and ensure compliance with deposit rules.
    • Due Date: Annually by June 30th (for the financial year ending March 31st).
    • Implication: Mandatory for most companies. Failure incurs significant penalties on the company and defaulting officers.

  3. Form MSME-1 (Half-yearly Return for Payments to MSMEs):

    • What: A half-yearly return for companies that have outstanding payments to Micro and Small Enterprise (MSME) suppliers that have exceeded 45 days from the date of acceptance/deemed acceptance of goods/services.
    • Purpose: To monitor and ensure timely payments to MSMEs, supporting smaller businesses.
    • Due Dates:
      • For October to March: April 30th
      • For April to September: October 31st
    • Implication: Mandatory only if there are overdue payments to MSMEs. Non-compliance attracts penalties on the company and officers.

  4. ETC. (Other Event-Based/Specific Forms):

    • Many other forms are filed with the ROC based on specific events or transactions, such as:
      • Form MGT-14: For filing various resolutions passed (e.g., changes in AOA/MOA, related party transactions, significant Board decisions).
      • Form PAS-3: For reporting allotment of shares.
      • Form INC-20A: Declaration for Commencement of Business (for companies incorporated after Nov 2, 2018, with share capital).
      • Form BEN-2: Return of Significant Beneficial Owners.
      • CRA-2/CRA-4: For Cost Auditor Appointment/Cost Audit Report filing (if applicable).
    • Implication: These forms ensure that the public record of the company is always up-to-date with its latest corporate actions. Due dates vary depending on the event.

 

One Call. Zero Hassle. Total ROC Care

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