Legal Framework Governing ROC Compliance in India

ROC compliances stem from multiple statutory sources, including:

• Companies Act, 2013
• Companies (Management and Administration) Rules, 2014
• Companies (Accounts) Rules, 2014
• Companies (Incorporation) Rules, 2014
• Companies (Appointment and Qualification of Directors) Rules, 2014
• Companies (Meetings of Board and its Powers) Rules, 2014
• Companies (Registration Offices and Fees) Rules, 2014

These apply to all Private Limited, Public Limited, One Person, and Section 8 Companies registered with the MCA.

Annual ROC Compliance Calendar (FY 2024–25)

Step-by-Step ROC Compliance Process

(And How Kanoons Helps You at Every Step)

Step 1: Preparation of Financial Statements (Form AOC-4 / AOC-4 XBRL)

Section 129 & 137 | Due Date: Within 30 days of AGM

Procedure:
Prepare audited financial statements — including Balance Sheet, Profit & Loss Account, Notes to Accounts, Directors’ Report, and Auditor’s Report. Companies with turnover above ₹100 crore must file in XBRL format.

Kanoons Assistance:

• Drafts and reviews financial statements as per MCA guidelines.
• Ensures XBRL tagging accuracy and file validation.
• Submits Form AOC-4 on time to prevent ₹1,000/day penalty.
• Tracks acknowledgment and stores filings in a secure cloud vault.

Step 2: Conducting the Annual General Meeting (AGM)

Section 96 | Due Date: Within 6 months from FY end (by 30th September)

Procedure:

1. Send 21 days’ notice to shareholders.
2. Conduct AGM to adopt accounts, appoint auditors, and declare dividends (if any).
3. Record proceedings in the minutes book.

Kanoons Assistance:

• Prepares legally compliant AGM Notices, Agenda, and Minutes.
• Assists in conducting physical or virtual meetings per MCA Circulars.
• Files resolutions under Form MGT-14 if required.

Step 3: Filing Annual Return (Form MGT-7 / MGT-7A)

Section 92 | Due Date: Within 60 days of AGM

Procedure:
Collect data on shareholding, directorship, and annual structure. File MGT-7A for Small and OPC companies.

Kanoons Assistance:

• Prepares return using MCA database to eliminate errors.
• Certified by a Company Secretary.
• Files promptly and provides proof of submission.

Step 4: Appointment / Reappointment of Auditor (Form ADT-1)

Section 139(1) | Due Date: Within 15 days of AGM

Procedure:
Appoint or reappoint an auditor during AGM and file details using Form ADT-1.

Kanoons Assistance:

• Drafts board and shareholder resolutions.
• Files ADT-1 with supporting attachments.
• Maintains digital records for subsequent filings like ADT-2 (in case of resignation).

Step 5: Director KYC Compliance (Form DIR-3 KYC / Web KYC)

Rule 12A | Due Date: 30th September each year

Procedure:
Every director with a DIN must file annual KYC verification through OTP-based authentication.

Kanoons Assistance:

• Sends automatic reminders before deadlines.
• Assists with OTP submission and verification.
• Updates director details for any change in contact or address.

Step 6: Disclosure of Directors’ Interests (Form MBP-1)

Section 184(1) | Due Date: At first board meeting of financial year

Procedure:
Directors must disclose their interests in other companies or entities to prevent conflict of interest.

Kanoons Assistance:

• Prepares MBP-1 forms and maintains register under Section 189.
• Ensures disclosures are consistent with company records.

Step 7: Event-Based Filings

Whenever a significant event occurs, specific ROC filings are mandatory.

Kanoons continuously monitors event-based triggers using its compliance tracking system and ensures no event goes unreported.

Step 8: Maintaining Statutory Registers & Records

Sections 85, 88 & 189

Procedure:
Maintain registers for Members, Directors, Share Transfers, Charges, and Contracts.

Kanoons Assistance:

• Prepares and updates all statutory registers.
• Maintains digital records accessible anytime.
• Prepares for inspection or Secretarial Audit under Section 204.