ROC Filings
Only forming a Company/LLP is not enough. It requires various legal formalities to be followed as per Ministry of Corporate Affairs viz. filing for:-
- KYC of Directors
- Board Meetings
- Creation of Charge upon assets of the company in case of Loans
- Change in Name of the company
- Alteration of Share Capital
- Change In Directorship
- Alteration in ownership of the company
- Other forms as required by MCA
Annual Compliance
A company should be formed for worrying about business and targets. All the compliances are ours :-
- Preparation of Financial Statements
- Audit of Financial Statements
- Annual Fillings
- Annual General Meetings
- Other forms as required by MCA
Others Compliance
- Application for FASSAI certification
- Trademark Registration
- Rera Certificate for Real Estate projects
- PF/ESIC Compliances
- Registration under Shops and Establishment Act
- PSARA Registration
- UDYOG Aadhar
- MSME Registration
ROC Filings
Types of Director KYC Process
1. KYC through eForm DIR-3 KYC
Any DIN holder who is filing his KYC details for the first time with MCA must file all KYC details only through eForm DIR-3 KYC
2. KYC through DIR-3 KYC web-services
Every Director who has been allotted DIN on or before the end of the financial year, and whose DIN status is ‘Approved’, would be mandatorily required to file form DIR-3 KYC before 30th September of the immediately next financial year.
Following Documents for Filing DIR-3 KYC
- Details of Nationality and Citizenship details like gender, and date of birth.
- Permanent Account Number (PAN).
- Voter’s Identity card.
- Passport (mandatory if a foreign national is holding a DIN).
- Driving License.
- Aadhaar card.
- Personal Mobile and Personal Email Address.
- Residential address.
Apart from the items mentioned above, please keep the following things ready:
- Digital signature of Individual filing the form (applicant).
- Attestation of the documents mentioned above from Practising Professionals such as CA, CS, or Cost Accountants. In the case of Foreign Nationals, documents need to be attested by the prescribed authority.
- A declaration has to be provided by the applicant duly attested by practising professionals.
Board Meetings
For the effective functioning and management, it is imperative that board meetings be held at frequent intervals.
The Board of Directors is the supreme authority in a company and they have the powers to take all major actions and decisions for the company.
In the case of a Public Limited Company, the first board meeting has to be held within the first 30 days, also there cannot be a gap of more than 120 days between two meetings.
In the case of small companies or one person company, at least two meetings must be conducted, also the gap between the two meetings must be at least 90 days.
Creation of Charge upon assets of the company in case of Loans
Every company to run the company need money. Money can be raised either from the share capital and borrowed capital.
But to borrow the capital, the company needs to create the charge because no bank or financial institution will provide the money without the security. The banks need to be sure that their amount will get refunded on time, and that is why they create the charge. The charge is created on the assets and properties of the borrowing companies.
To create the charge following things are to be followed:-
- To create the charge, the Form CHG-1 is to be filed with fees as prescribed.
- The form is to be signed by the charge holder and the company.
- Proper instrument for the creation of charge is to be made.
- The complete form, along with the instrument of charge is to be filed with the Registrar.
Change in Name of the Company
The Memorandum of Association of the Company (MOA) contains Name Clause, Registered Office Clause, and Object Clause. By the alteration of the name of Company, you can change the name clause.
Procedure for changing the Name of the Company
- Board Meeting for the change in the title
- Name availability Check on the MCA portal –
- Application for the approval of the company’s new name availability –
- Application to the Registrar –
- A certified copy of Special Resolution
– [EGM (Export General Manifest) Notice and Explanatory statement to EGM
– Modified MOA (Memorandum of Association)
– Modified ( Article of Association)]
- Issuance of Certificate of Incorporation
- Incorporation of Company Name in MOA and AOA
Alteration of Share Capital
If authorised by its constitution, a company may alter its share capital in the following ways during a general meeting:-
- Increase share capital by issuing new shares.
- Convert all or any fully paid up shares into stock.
- Reconvert stock into fully paid up shares.
- Consolidate and divide all or any of its share capital into shares of larger denominations. This means only the total number of shares is reduced but the amount of share capital remains unchanged.
- Subdivide all or any of its shares into shares of smaller denomination. This is referred to as a “share split”. The number of shares will increase but the amount of share capital remains unchanged.
- Cancel shares which have not been taken up or have been forfeited. This will diminish its share capital by the number of shares cancelled. As the law does not equate the cancellation of shares to a reduction of share capital, there is no need to comply with reduction of share capital procedures.
If your company wants to alter its share capital, you need to file the "Notice by Local Company of Alteration in Share Capital under S71"
Change In Directorship
Addition of Director
- Send notice to directors to call the board meeting
- Pass a board resolution to call General Meeting
- Send Notice to all the shareholders
- Pass resolution in AGM or EGM
- File form DIR-12 with MCA
Removal of Director
- A director can voluntarily resign from the company or a company can remove the director with a reasonable cause.
- But in either of the cases, the total number of directors must not be less than 2.
- The company has to file a form with MCA within 30 days of the resignation.
Annual Compliance
Preparation of Financial Statements
Financial statements are a collection of summary-level reports about an organization’s financial results, financial position, and cash flows.
They includes:-
- Prepare Statement of Retained Earnings
- Prepare Balance Sheet
- Prepare Cash Flow Statement
- Financial Statement Analysis
- File Financial Statement Reports
Audit of Financial Statements
Financial Statement audit is defined as an independent examination of the company’s financial statement and its disclosures by auditors and provides with a true and fair view of its financial performance.
Statements to be Audit:-
- Income Statement
- Balance Sheet
- Cash Flow Statement
Annual Fillings
Annual reports may include:-
- General corporate information
- Operating and financial review
- Director’s Report
- Corporate governance information
- Chairpersonsstatement
- Auditor’s report
- Sustainability and ESG information
- Contents: non-audited information
- Financial statements, including
- Balance sheet also known as Statement of Financial Position
- Income statementalso known as profit and loss statement.
- Statement of changes in equity
- Cash flow statement
- Notes to the financial statements
- Accountingpolicies
- Independent assurance statements
Annual General Meetings
Annual general meetings (AGMs), also known as annual shareholder meetings, are yearly meetings. AGM are the main avenues for shareholders to practice their rights and express their satisfaction with the company’s actions.
The primary attendees of annual general meetings include:-
The board of directors, The senior executives , The company secretary, The shareholders, & The legal representatives.
Agenda of annual general meetings:-
Agendas must be set to prepare the board and the shareholders of the points to be deliberated. The initial notice for the annual general meeting must include the agenda of the meeting to provide shareholders with expectations on the discussion points.
