ROC Filing

What is ROC Filing?

ROC filing stands for Registrar of Companies filing, and it is a mandatory requirement for companies registered under the Companies Act, 2013, in India. The purpose of ROC filing is to ensure that companies comply with statutory requirements and maintain transparency in their financial and operational records.

ROC filings involve submitting various documents and financial statements to the Registrar of Companies, which include the company's annual return, financial statements, and director's report, among others. 

Why is ROC Filing Necessary for Companies?

• Legal Compliance: ROC filing is mandatory under the Companies Act, 2013, helping companies avoid penalties and maintain their legal status.
• Transparency and Trust: It ensures transparency by disclosing vital information about the company’s operations and financial health, building trust among stakeholders.
• Corporate Governance: Regular filings report significant changes such as directorship alterations and shareholding patterns, supporting effective governance.
• Financial Health Assessment: Financial statements filed with the ROC provide insights into the company's financial stability, aiding stakeholders in making informed decisions.
• Statutory Record Keeping: ROC filings maintain a statutory record of a company’s historical data, essential for legal referencing and historical analysis.
• Risk Mitigation: Timely filings help mitigate risks related to non-compliance, such as penalties or potential deregistration, enhancing the company’s market credibility.

Who Is Responsible for ROC Filings?

The primary responsibility for ensuring timely ROC filings lies with the directors of the company. They are tasked with ensuring that annual returns and audited financial statements are filed within the stipulated deadlines as per the Companies Act, 2013.

What is the ROC Annual Filing Process?

The ROC (Registrar of Companies) filing process is an essential compliance requirement for companies incorporated in India. It ensures that the Ministry of Corporate Affairs (MCA) is updated on key company details annually. Below is an elaborated breakdown of the steps involved in the ROC filing process, divided into three primary sections: Preparatory Board Meeting, Subsequent Board Meeting, and the Annual General Meeting (AGM).

1. Preparatory Board Meeting

Purpose: This initial meeting is crucial for setting the groundwork for financial disclosures and compliance.

• Authorize Financial Statement Preparation: The board authorizes an auditor, appointed in accordance with the Companies Act, 2013, to prepare the financial statements as per Schedule III. This schedule prescribes the general instructions for preparation of the balance sheet and the statement of profit and loss of a company.
• Authorize Preparation of Board Report and Annual Return: The Director or the Company Secretary is tasked with preparing the Board’s report and the Annual Return. The Board’s report should include a fair review of the company’s affairs, and the Annual Return, which is a snapshot of company information as on the close of the financial year.

2. Subsequent Board Meeting

Purpose: This meeting is essential for validating the documents prepared and ensuring their accuracy before they are presented to the shareholders.

• Approval of Draft Financial Statements and Returns: The previously drafted financial statements and annual returns are presented for approval. This is a critical step as it involves a thorough review by the board to ensure that all financial disclosures are accurate and comply with the required accounting standards and legal provisions.
• Approval of Board’s Report: The Board’s report prepared earlier is also reviewed and approved during this meeting. This report is crucial as it provides a comprehensive analysis of the company’s performance and strategy to the shareholders.

3. Annual General Meeting (AGM)

Purpose: The AGM is a mandatory annual gathering of a company's interested shareholders.

• Presentation of Financial Statements and Reports: At the AGM, the approved financial statements and Board’s report are presented to the shareholders for their approval.
• Passing Necessary Resolutions: Various resolutions regarding the adoption of financial statements, declaration of dividends, reappointment of directors due for retirement by rotation, appointment or reappointment of auditors, and other relevant matters are passed.
• Final Approval by Shareholders: The financial statements and reports are considered final only when they receive approval from the shareholders at the AGM. This approval is crucial as it signifies shareholder acknowledgment and acceptance of the financial health and policies of the company as represented by the board.

Key Documents, Forms Required and Deadlines

• Annual Returns: Form MGT-7 or MGT-7A needs to be filed, capturing details of the company's operations and compliance status.
• Financial Statements: Forms like AOC-4 (or AOC-4 CFS for consolidated financial statements) are used for filing annual financial statements.
• Auditor Reports: Appointment of auditors and their reports are submitted using Form ADT-1.
• Changes in Company Structure: Any changes regarding the company’s directors or key management personnel are reported through Form DIR-12.

What Are the Penalties for Late ROC Filing?

Late filings attract additional fees which can escalate depending on the delay period. For example, filings done up to 30 days late may incur twice the regular filing fee, and this can increase to twelve times the regular fee for delays beyond 180 days.

How to File ROC Forms on MCA Portal?

To file ROC forms such as AOC-4 and MGT-7 on the Ministry of Corporate Affairs (MCA) portal, follow this revised and detailed process:

• Access Forms: Initially, you should download the necessary e-forms like AOC-4 and MGT-7 from the MCA portal. Navigate to the 'MCA services' tab, choose 'Company E-filing,' and then 'Company Forms Download' to access these forms.
• Form Preparation: After downloading, complete the forms applicable to your company. You will need to attach the required supporting documents to the forms.
• Digital Signature: Once the forms are filled, verify them by using the 'Check form' functionality. Attach the Digital Signature Certificate (DSC) of the company director and the practicing professional overseeing the process. Note that One Person Companies and small companies are typically exempt from this requirement.
• Portal Registration: If you haven’t already, you must register on the MCA portal as a Business User. Use your credentials to log in.
• Form Submission: Post login, upload the filled and signed forms from your local system to the portal.
• Payment and Tracking: Upon successful upload, the system generates a Service Request Number (SRN). A payment window will appear next. You have the option to either pay immediately via internet banking or a credit/debit card, or choose the 'Pay Later' option and complete the payment within the prescribed time frame using the saved challan.

Frequently Asked Questions About ROC Filing

1. What is the deadline for ROC annual filing in India?

Filing deadlines for major forms:

AGM timeline requirements:

• Private companies: Within 6 months of financial year-end (typically by September 30 for March 31 year-end)
• Public companies: Within 4 months of financial year-end (typically by July 31 for March 31 year-end)

Example calculation for March 31 year-end:

• AGM held: September 29, 2025 (within 6 months)
• AOC-4 deadline: October 29, 2025 (30 days post-AGM)
• MGT-7 deadline: November 28, 2025 (60 days post-AGM)

Pro tip: File at least 7 days before deadline to account for technical issues or rejections.

2. How much does ROC filing cost in India?

MCA filing fees (regular):

Private companies:

• Authorized capital up to ₹1 lakh: ₹200 per form
• ₹1 lakh to ₹5 lakh: ₹300 per form
• ₹5 lakh to ₹25 lakh: ₹400 per form
• ₹25 lakh to ₹1 crore: ₹500 per form
• Above ₹1 crore: ₹600 per form

Public companies: Higher fees based on authorized capital (₹600-₹10,000 per form)

Total annual ROC compliance cost breakdown:

DIY approach (₹5,000-₹15,000):

• MCA filing fees: ₹400-₹1,200 (2-3 forms)
• Digital Signature Certificate (DSC): ₹1,000-₹2,000/year
• Software/tools: ₹2,000-₹5,000
• Time investment: 10-20 hours

Professional services (₹15,000-₹50,000):

• CA/CS professional fees: ₹10,000-₹30,000
• MCA filing fees: ₹400-₹1,200
• Audit fees: ₹5,000-₹15,000 (statutory audit for eligible companies)
• Additional compliance: ₹3,000-₹8,000

Late filing penalties (additional costs):

• 1-30 days late: 2x regular fee (₹800-₹2,400)
• 31-60 days late: 4x regular fee (₹1,600-₹4,800)
• 61-90 days late: 6x regular fee (₹2,400-₹7,200)
• 91-180 days late: 10x regular fee (₹4,000-₹12,000)
• 180+ days late: 12x regular fee (₹4,800-₹14,400)

Hidden costs of non-compliance:

• Compounding fees for director defaults: ₹100/day per director
• Strike-off revival fees: ₹10,000-₹25,000
• Legal fees for compliance notices: ₹20,000-₹1,00,000

3. What are the penalties for late or non-compliance with ROC filing?

Financial penalties:

Late filing penalties (per form):

Additional penalties under Companies Act, 2013:

• Section 92 (Annual Return): Fine up to ₹1,00,000 for company + ₹1,000/day for every officer in default
• Section 137 (Financial Statements): Fine up to ₹5,00,000 for company + ₹1,00,000 for every officer in default
• Compounding fees: ₹100/day per director for continuous default

Non-financial consequences:

• Company strike-off: MCA initiates strike-off proceedings after 2+ years of non-filing
• Director disqualification: Directors of non-compliant companies disqualified from new appointments under Section 164(2)(a)
• DIN deactivation: Director Identification Numbers (DIN) deactivated for non-filing of DIR-3 KYC
• Bank account freezing: Banks may freeze accounts of struck-off companies
• Inability to raise funds: Cannot raise equity/debt funding with pending compliance
• GST registration cancellation: Non-filing may trigger GST compliance scrutiny
• Loss of limited liability: Struck-off companies lose limited liability protection

Example scenario: Company misses MGT-7 and AOC-4 deadlines by 90 days each:

• Base fee: ₹400 x 2 forms = ₹800
• Penalty (6x): ₹2,400 x 2 = ₹4,800
• Compounding (90 days, 2 directors): ₹100/day x 90 x 2 = ₹18,000
• Total cost: ₹23,600 (vs. ₹15,000 for timely professional filing)

4. Can I file ROC returns myself or do I need a professional?

DIY ROC filing eligibility:

You can file yourself if:

• Small company or One Person Company (OPC)
• Simple capital structure (no preference shares, convertibles)
• No significant changes during the year (no M&A, capital raises)
• Basic financial statements (cash basis, simple P&L)
• Comfortable with MCA portal navigation and e-filing
• Have Digital Signature Certificate (DSC)

You need a professional (CA/CS) if:

• Private Limited Company with complex structure
• Consolidated financial statements required
• Foreign subsidiary or holding company
• Raised funding (investor reporting requirements)
• Significant transactions (related party, share transfers)
• First-time filing (incorporation year)
• Past non-compliance or pending notices

Comparison:

Mysa recommendation:

• First-time filers: Use professional to understand process (₹15,000-₹25,000)
• Subsequent years: DIY if comfortable or use Mysa's automated compliance service
• Complex companies: Always use CA/CS (₹30,000-₹50,000)

DIY filing checklist:

1. Obtain DSC for at least one director
2. Register on MCA portal as Business User
3. Download Form AOC-4, MGT-7, ADT-1 from MCA portal
4. Prepare financial statements (balance sheet, P&L, notes)
5. Fill forms using MCA form utility tool
6. Attach supporting documents (PDF format, digitally signed)
7. Pay filing fees via payment gateway
8. Track SRN (Service Request Number) for approval status

5. Which are the most common ROC filing forms for startups?

Mandatory annual forms (all companies):

1. Form AOC-4 / AOC-4 CFS (Financial Statements)

• When: Within 30 days of AGM
• Who: All companies (AOC-4 CFS for consolidated statements if holding company)
• Attachments: Balance sheet, P&L statement, cash flow, notes, auditor's report, director's report
• Fee: ₹200-₹600 based on authorized capital

2. Form MGT-7 / MGT-7A (Annual Return)

• When: Within 60 days of AGM
• Who: All private/public/OPC companies (MGT-7A for OPC/small companies)
• Contents: Shareholding pattern, director details, registered office, company operations
• Fee: ₹200-₹600 based on authorized capital

3. Form ADT-1 (Auditor Appointment)

• When: Within 15 days of AGM
• Who: All companies appointing/reappointing auditor
• Details: Auditor name, firm registration number, appointment date
• Fee: ₹200-₹600 based on authorized capital

Event-based forms (as applicable):

4. Form DIR-12 (Director Appointment/Resignation)

• When: Within 30 days of appointment/resignation
• Attachments: Board resolution, consent letter, DIN, DSC

5. Form MGT-14 (Filing Board Resolutions)

• When: Within 30 days of board meeting
• Use cases: Approving accounts, borrowing resolutions, changes to MoA/AoA

6. Form INC-22 (Registered Office Change)

• When: Within 30 days of change
• Attachments: Board resolution, proof of address, NOC from owner

Annual compliance forms (time-based):

7. Form DPT-3 (Deposit Return)

• When: June 30 annually
• Who: All companies (even if no deposits)

8. Form Active (INC-22A) (Company KYC)

• When: April 25 annually
• Fee: ₹0 (free filing)

9. Form DIR-3 KYC (Director KYC)

• When: April 30 (or within 180 days of director appointment)
• Who: All directors

10. Form MSME-1 (MSME Half-Yearly Return)

• When: April 30 and October 30
• Who: Companies dealing with MSMEs

Startup-specific priority: For typical pre-revenue/early-stage startup:

• Must file: AOC-4, MGT-7, ADT-1 (annually)
• Likely file: DIR-12 (director changes), MGT-14 (board resolutions)
• Depends on activity: INC-22 (office change), DPT-3 (if deposits), DIR-3 KYC

6. What documents are needed for ROC annual filing?

Financial documents:

• Audited balance sheet (as per Schedule III, Companies Act)
• Audited profit & loss statement
• Cash flow statement (for certain companies)
• Notes to accounts
• Director's report
• Auditor's report with qualifications (if any)

Statutory documents:

• Certificate of Incorporation
• Memorandum and Articles of Association (MoA/AoA)
• PAN and TAN of company
• GST registration certificate

Meeting documents:

• Notice of AGM sent to members
• AGM minutes (signed)
• Board meeting resolutions approving accounts
• Attendance sheet of AGM

Director/shareholder documents:

• List of directors with DIN, designation, shareholding
• Shareholding pattern (number of shares, percentage)
• Details of changes in directors/shareholders during the year
• Related party transactions disclosure

Compliance certificates:

• Form MGT-8 (Annual General Meeting compliance certificate) - for certain companies
• Secretarial audit report (if applicable)
• Cost audit report (if applicable under Companies Act)

Digital requirements:

• Digital Signature Certificate (DSC) of director and practicing professional
• Director Identification Numbers (DIN) for all directors
• MCA portal login credentials

Format requirements:

• All documents in PDF format (digitally signed)
• Financial statements in XBRL format (for listed/large companies)
• File size limits: 10MB per attachment (MCA portal)

Document retention:

• Maintain for 8 years (financial documents)
• Permanent retention (incorporation documents)

Mysa advantage: Automated document collection, organization, and MCA-ready format generation.

7. What is the difference between ROC filing and income tax filing?

Quick comparison:

Key differences:

1. Objectives:

• ROC: Ensures corporate governance, transparency, public disclosure
• Income Tax: Determines tax liability, collects government revenue

2. Filing sequence:

• ROC filing comes after AGM (September-November)
• Income tax filing comes after financial year-end (July-October)
• Best practice: Complete ROC filing first, then income tax filing (ensures consistency)

3. Financial statements:

• ROC: Full financial statements as per Schedule III (detailed)
• Income Tax: Summarized financials with tax computations

4. Penalty structure:

• ROC: Escalating multiplier based on delay (2x-12x)
• Income Tax: Fixed late fee + interest on tax due

5. Non-compliance consequences:

• ROC: Company strike-off, director disqualification
• Income Tax: Prosecution, asset attachment, tax scrutiny

Both required: Companies must complete both ROC and income tax filings independently. One does not substitute the other.

Timing strategy for startups:

1. Hold AGM by September 29 (March year-end)
2. File ROC (AOC-4, MGT-7) by October 29/November 28
3. File Income Tax (ITR-6) by October 31
4. Ensures all filings completed before November end

8. How can Mysa help automate ROC compliance?

Mysa's ROC compliance automation features:

1. Automated financial statement generation:

• Real-time accounting data synced from Mysa platform
• Auto-generates Schedule III compliant balance sheet, P&L
• Cash flow statement creation with one click
• Notes to accounts auto-populated from transactions
• Time saved: 15-20 hours per filing

2. Compliance calendar with smart alerts:

• AGM deadline tracking (6 months post year-end)
• Form-specific deadline reminders (AOC-4, MGT-7, ADT-1)
• Multi-channel alerts: Email, Slack, SMS
• Escalation to founders/directors 30/15/7 days before deadline
• Benefit: Zero missed deadlines, avoid penalties

3. Document management and organization:

• Centralized repository for all statutory documents
• MCA-ready PDF generation with digital signatures
• XBRL format conversion (if required)
• Audit trail for all changes and approvals
• Benefit: Instant document access, audit-ready always

4. Integrated CA/CS network:

• Connect with Mysa's verified CA/CS professionals
• Transparent pricing: ₹15,000-₹30,000 per annual filing
• Full-service: Audit, form preparation, filing, follow-up
• Same-day query resolution via Slack integration
• Benefit: Professional quality without hiring full-time resource

5. Real-time compliance dashboard:

• Traffic light system: Green (compliant), Yellow (approaching), Red (overdue)
• Form-wise status tracking with SRN numbers
• Historical compliance record (all past filings)
• Investor-ready compliance reports
• Benefit: Complete visibility, investor confidence

6. Automated fee calculation and payment:

• Auto-calculates MCA fees based on authorized capital
• One-click payment gateway integration
• Late fee calculator if past deadline
• Payment receipt archival
• Benefit: No manual calculations, instant payments

7. Pre-filled form generation:

• Auto-fills AOC-4, MGT-7 from accounting data
• Director/shareholder details from company profile
• Previous year's data pre-populated
• Change tracking for year-over-year comparisons
• Benefit: 90% pre-filled, only review and submit

8. Post-filing support:

• SRN tracking and approval status updates
• Rejection handling with re-filing support
• Certified true copies download and storage
• Annual return consolidation for investors
• Benefit: Complete peace of mind

Mysa ROC compliance pricing:

Starter Package (₹5,000/year):

• Compliance calendar with alerts
• Document storage and organization
• DIY guidance and checklists
• Best for: OPC, solo founders comfortable with DIY

Professional Package (₹25,000/year):

• Everything in Starter
• CA/CS assisted filing (AOC-4, MGT-7, ADT-1)
• Automated financial statement generation
• Compliance dashboard
• Best for: Early-stage startups, 1-20 employees

Enterprise Package (₹50,000/year):

• Everything in Professional
• Dedicated CA/CS point of contact
• Quarterly compliance reviews
• Investor reporting support
• Priority Slack support
• Best for: Growth-stage startups, funded companies

ROI calculation:

• Professional CA fees: ₹30,000-₹50,000/year
• Late filing penalties (if missed): ₹5,000-₹20,000
• Founder time saved: 20-30 hours (₹50,000-₹1,00,000 opportunity cost)

Total savings with Mysa: ₹35,000-₹1,25,000/year