ROC COMPLIANCE FOR THE COMPANY

ROC COMPLIANCE FOR NEWLY INCORPORATED PRIVATE COMPANY OR OTHER COMPANY

COMMENCEMENT OF BUSINESS

• The newly Incorporated company is required to file the commencement of Business form with Registrar of Company (ROCs) & it’s the important of ROC Compliance.
• It is mandatory for every new company OR company registration after 1st November 2019 to commence its business, exercise borrowing power or do Business contract.
• The form is to file within 180 days of company registration.

HOLDING OF FIRST BOARD MEETING

The first Board meeting of a new company within 30 days of Incorporation to do the following activities are:

• PAYMENT OF STAMP DUTY ON SHARES ISSUED.
• Every company newly company required to pay stamp duty on shares issued to its shareholders/members;
• The Stamp duty deposited as per the stamp duty act of the state where its registered office situated;
• The stamp duty paid at the Sub-registrar office in the jurisdiction of the registered office of the company.
• The following documents required for stamp duty payment are:-

1. Duplicate hard Copy of Share certificates;
2. CTC of Board resolution;
3. Challan of payment;
4. Incorporation certificate;
5. Pan Card &
6. Original Authorised Letter etc.

• OPENING OF BANK ACCOUNT.
• The newly incorporated company required to open a current Bank Account in any recognised bank.
• The following documents required for opening of the bank account are:-

1. Incorporation CertifIcate;
2. Identity & Address proof of Authorised signatory;
3. PAN card of the Company;
4. TDS certificate of the Company;
5. CTC of Board Resolution;
6. MOA (Memorandum of Association);
7. AOA (Articles of Association) & etc.

ISSUING OF SHARE CERTIFICATE

• The new company is required to issue the Share Certificates to the Shareholders.
• Within 60 days of Company registration.
• The format of Share certificates as per Form SH-1.
• The Share certificates signed by the Chairperson, 1 Managing Director/Director along with the 1 witness.
• The Share certificates include the following details are:-

1. Name, Registered Office Address, CIN no. & Contract details of the Company
2. Full name of the Shareholder
3. Distinctive no.
4. Folio no.
5. Number of Shares Issued (In word & numeric)
6. Face Value of a Share
7. Paid-up value
8. Fully paid-up or Partly paid-up

APPOINTMENT OF STATUTORY AUDITOR

• The newly Incorporated company appoint Statutory Auditor with 30 days of Incorporation in a first board meeting.
• The First Statutory Auditor is appointed up to the first Annual General Meeting (AGM) of the company.
• The First Statutory Auditor is appointed by Board of Directors of the company by passing Board Resolution & filed E-Form ADT-1 with ROCs.
• The subsequent Statutory Auditor (Individual) appointed in AGM has a tenure of 5 years subject to ratification of appointment in every upcoming AGM.
• If the subsequent Statutory Auditor is Firm then tenure will be 10 years.
• The appointment & ratification of subsequent Statutory Auditor by passing Ordinary Resolution (Majority voted in Favor) by the shareholders of the company General meeting.
• For Appointment of Statutory Auditor company required to filed E-Form ADT-1 with ROCs along with following attachment are:-

1. CTC of Board Resolution (In case of First Statutory Auditor);
2. CTC of AGM (In case of Subsequent Statutory Auditor);
3. Appointment letter of Statutory Auditor;
4. Acceptance letter of Statutory Auditor;
5. Consent of retiring Statutory Auditor (If any).

• There is no need to filed any form for ratification of Statutory Auditor.
• Statutory Auditor must be Practising Chartered Accountant (PCA) or Firm of PCAs).

DISCLOSURE OF INTEREST OF ALL DIRECTORS

• All the Directors of the company have to disclose their Interest in any company or entity.
• Every Director is required to be file Disclosure of Interest every financial year in the first Board meeting of the company.
• The Disclosure of Interest filed in Form MBP-1.

HOLDING OF BOARD OF DIRECTORS (BODS) MEETINGS

• Every company is required to hold a minimum 4 BODs meeting in a financial year;
• The gap between 2 BODs meetings shall not exceed 120 days.
• In the case of OPC company, 2 BODs meetings required to hold every financial year & maximum gap between 2 meetings shall not exceed 180 days.
• The following procedure follows to call a meeting of BODs is:-

1. Preparation of Notice of Board meeting (BM);
2. Preparation of Agenda
3. Sending of Notice of BM at least 7 days before BM;
4. BM can be held at any place, time & day.
5. The quorum of BM shall be 1/3rd of all Directors or 2 Directors (whichever is higher).
6. Appointment of Chairperson for BM (if required)
7. Discussed all motion present in the Agenda & etc.

PREPARATION OF MINUTES OF BOARD OF DIRECTORS (BODS) MEETINGS

• Every company is required to prepare the Minutes of every meeting of BODs of the company.
• The minutes shall be prepared within 30 days of the conclusion of Board Meeting.
• The Minutes is a document in which the company records all the proceeding undertake during the Meeting.
• Every page of Minutes is signed by chairperson & Stamp by the company.
• The Minutes of BODs meeting includes the following details are:-

1. Attendance of Director present;
2. Details People present at the time of BODs of meeting;
3. Chairperson speech;
4. Motion present;
5. Objection on Motion present;
6. Voting details of Resolution passed;
7. Matters discussed;
8. Time, date, place of BODs of meeting &
9. Resolutions passed etc.

PREPARATION OF STATUTORY REGISTERS

The company is required to maintain the following Statutory registers are:-

• MGT-1 = Members.
• MGT-3 = Foreign Members or Beneficiary & Debts Instrument Holder.
• CHG-7 = Charges.
• MBP-4 = Arrangement or Contract (Directors Interested).
• SH-2 = Share Certificates (Duplicate or Renewed).
• SH-3 = Sweat equity shares.
• SH-6 = Transfer or Transmission of Shares or securities.
• SH-12 = Buy Back Shares or Securities.
• SH-10 = Loan, Investment & Guarantee.
• Deposits.
• Directors & Key Managerial Personnel (KMP).

PREPARATION OF FINANCIAL STATEMENT

The Financial statement of company includes the following documents are:-

BALANCE SHEET

The Balance sheet is a document which provides the financial health or dependency or Performance of the company includes the following details are:-

1. Tangible Assets like machinery;
2. Non-Tangible Assets like Goodwill or Brand name;
3. Current, Long Term & Contingent Liabilities;
4. Equity & Debt Capital ;
5. Debtors & Creditors;
6. Cash In hand & Bank;
7. Reserves & Surplus & etc.

PROFIT & LOSS (P&L) ACCOUNT / INCOME & EXPENDITURE ACCOUNT ( IN CASE OF NGO)

The P&L account of the company provides the details of Income & Expenses occurred during Current Financial Year & Includes the details are:-

1. Sales;
2. Purchases;
3. Depreciation;
4. Bad Debts;
5. Revenue & Capital expenditure;
6. Revenue & Capital Income & etc.

• The BODs shall approve the Financial Statement.
• The Financial Statement shall be signed by the following persons are:-

1. 2 (Two) Directors (1 is Managing Director & other 1 is Chief Executive officer(CEO);
2. Chief Financial officer (CFO) &
3. Company Secretary of the company.

AUDITOR REPORT

The Auditor report is a Documents through which Statutory Auditors express his views, consent, reliability & validity of the Financial statement of the company.

The Auditor report focus on the following details are:-

1. Accounting Standard (AS) followed or not;
2. The method used for Auditing;
3. Assumption took during Auditing;
4. Report on Management;
5. Company details & etc.

• The Statutory Auditors express his opinion on the finalise Financial statement.
• The opinion of Statutory Auditor can be defined in the following categories are:-

1. Clean or Unqualified Opinion (No objection by the Statutory Auditor);
2. Qualified Opinion (Objection raised by the Statutory Auditor);
3. Adverse Opinion (very Serious issue for company & Management);
4. Disclaimer Opinion (Audit is not completed by the Statutory Auditor).

BOARD OF DIRECTORS (BODs) / DIRECTOR REPORT

• As per Section 139 of the Companies Act, 2013 the company required to prepared Board of Directors (BODs) / Director Report every financial year.
• The BODs/ Director Report present before the Shareholders of the company along with Financial Statement, Annual Report & Auditor Report.
• The BODs/ Director Report Contains the following details are:-

1. Company Details;
2. Business Goals achieved;
3. Goals purposed to achieve;
4. Business model;
5. Key decisions taken;
6. Company financial health;
7. Dividend declaration;
8. Directorship in other companies;
9. Risk management in company;
10. Company policies & etc.

• The BODs/ Director Report is signed by the company chairperson company otherwise 2 Directors.

PREPARATION OF ANNUAL REPORT

• The Annual report of the company is required to be sent along with notice of Annual General Meeting (AGM).
• The Annual report of the company includes the following details or Annual Report Content are:-
• Company Information;
• Company profile;
• Directors (Executive or Non Executive);
• Shareholding Pattern;
• Comparison of 3 Financial year (FY) Financial Statement;
• Key Managerial Personnel;
• Change in Management of the company;
• Committees in the company;
• Corporate Social Responsibility (CSR) report;
• Business milestone Achieved & etc.

HOLDING OF ANNUAL GENERAL MEETING (AGM) MEETING

• For newly incorporated company required to hold his first AGM within 18 months of Company registration but within 9 month of Subsequent or Next FY.
• The other company within 6 months of FY & Gap between 2 AGM shall not exceed 15 months.
• The following procedure is required to call or holding AGM are:-

1. Preparation of Board Meeting (BM) Notice;
2. Calling of BM;
3. BODs approved Financial Statement, Notice of AGM, Annual Report & Board Report;
4. Notice of AGM send along with the Proxy form, Financial Statement, Annual Report, Director Report, Resolution proposed & Venue of AGM;
5. Sending of Notice to shareholders / Stakeholders at least 21 days before the date of Holding AGM;
6. The AGM is held on Registered office of Company in India, that day is not Public holiday & in Business Hour (9 am to 6 pm);
7. Chairperson & BODs Speech;
8. Proposed Motion are discussed & Voted by the Shareholders;
9. Conclusion of AGM.

PREPARATION OF MINUTES OF ANNUAL GENERAL MEETING (AGM)

• Every company is required to prepare the Minutes of AGM of the company.
• The minutes shall be prepared within 30 days of the conclusion of the AGM.
• The Minutes is a document in which the company records all the proceeding undertake during the AGM.
• Every page of Minutes is signed by chairperson & Stamp by the company.
• The Minutes of AGM shall include the following details are:-

1. Attendance of Director present;
2. Attendance of Shareholders & proxy;
3. Details People present at the time of AGM;
4. Chairperson speech;
5. Motion proposed;
6. Objection on proposed Motion;
7. Voting details of Resolution passed;
8. Matters discussed;
9. Time, date, place of AGM &
10. Resolutions passed & etc.

FILING OF THE FINANCIAL STATEMENT

• Every company shall do filing of Financial statement with Registrar of Companies (ROCS) through MCA portal.
• The filing completed with 30 days of the conclusion of AGM otherwise penalty of Rs. 100 per day.
• The E-Form AOC-4 shall be Certified by PCS/PCA/PCWA & 1 Director.
• The filing of Financial Statement in E-Form AOC-4 along with the following Documents are:-

1. Financial Statement (Balance Sheet & Profit & Loss account);
2. Auditor Report;
3. BODs/Director Report;
4. Notice of AGM & etc.

FILING OF THE ANNUAL RETURN

• Every company required to file Annual return with ROCs through MCA portal.
• The Annual return shall be filed within 60 days of conclusion of AGM otherwise penalty is Rs. 100 per day.
• The E-Form MGT-7 shall be Certified by PCS/PCA/PCWA & 1 Director.
• The Annual Return filed in E-Form MGT-7 along with the following details are:-

1. Shareholding Pattern;
2. List of Principal Shareholders;
3. Change in Directors or KMP or Management;
4. List of Directors or KMP or Management & etc.

FILING OF E-FORM MGT-8 (ATTACHED WITH ANNUAL RETURN)

• The Form MGT- 8 shall be filed by the following companies are:-
• The Listed company having Paid-up Capital is 10 cr. or more OR Turnover is 50 cr. or more &
• The company having Paid-up Capital is 10 cr. or more OR Turnover is 50 cr. or more.

INCOME TAX FILING

• All the companies are required to file the Income Tax Return with the Tax department of India.
• The Income Tax return shall be file through online Income tax online Portal.
• The Income Tax return shall be filed up to 30th September of every Financial Year.

EVENT BASED COMPLIANCES

The following compliances are compiled when the event occurred in the company are:-

• Change in Management or Directors or KMP;
• Change in Authorised Share capital of the company;
• Private placement of Securities (Equity or Debt);
• Change in Registered Office of the Company;
• Conversion of Business Entity or Company;
• Creation or Modification or Satisfaction of Charges;
• Filing of Business Resolution or Agreement.