Being an incorporated institution it is mandatory that various periodical filings need to be done within the time frame specified. Various laws have specified and given details the form name, time frame, attachments, process to be followed etc for each type of filings.
Filings under Companies Act
Upon company incorporation, there are various compliances under the Companies Act, 2013. Every company which is registered under the Companies Act, 2013 is bound to inform the Registrar of Companies (ROC) about any changes in the company such as a change in registered office, change of directors, change in the memorandum of association or articles of association and so on.
It is not right to say that only changes need to be informed to ROC, a company need to file different forms on different changes or appointments. Some them are
- appointment of an auditor,
- resolutions and agreements passed or made by the company,
- annual returns of the company,
- report on Annual General Meeting,
- address where books of accounts are maintained and so on.
The Companies Act, 2013 and the various rules made thereunder have specified various forms for company incorporation, filing of information, intimating changes, submitting accounts, and so on by a registered company. While filing the forms, a company should bear in mind the general requirements under the company law.
A company secretary or the compliance officer need to keep the following while doing several filings and updating information with ROC
Requirements of each form: Each ROC form has certain specific requirements with regard to the documents to be uploaded, the data to be filled in and so on. A company has to check the ROC form to be submitted in respect to any change occurring in the company or activities carried out by the company. The company must carry out the procedures such as passing a board resolution and have the information in hand for the purpose of filing the form.
Scanned copies of documents: The copies of the documents such as financial statements, board resolutions for change in address, letter appointing a director, auditor and the resignation and such other documents should be duly signed with the company’s seal. The forms must be signed by the authorised signatory or the finance manager or director of the company, as may be prescribed. The company’s documents must be executed on the letterhead of the company. The original duly signed documents must be scanned and uploaded with the ROC forms. The forms cannot bear SD/- in the place of the actual signatures.
Filing of annual accounts: In the case of filing of annual accounts, the company must have the report of the board of directors, auditors’ report, details of profit and loss account, balance sheet and auditor’s appointment and other details as may be applicable. The company has to also mention the details of their principal products and services and the turnover in respect of such product or service. The annual ROC form AOC-4 has to be submitted within 30 days of the date of the Annual General Meeting (AGM).
Affixing digital signature: All ROC forms should be digitally signed by one or two directors of the company, as may be applicable. Certain forms have to be digitally signed by a practising professional, namely a Chartered Accountant or a Cost Accountant or a Company Secretary. Further, all the forms have to be submitted online.
Payment of filing fee: Companies have to pay a filing fee while submitting the forms, as may be applicable. The fee has to be paid online during the submission of the forms to ensure completeness of submission. In a case of delayed filing of any of the forms, the rules under the company law prescribe an additional fee for the submission of the forms. Such additional fees should be paid along with the normal filing fee.
Penalty for omission to file: The Companies Act and rules prescribe penalties for omission to file the forms with the ROC. The company, any officer of the company or the director, authorised for carrying out the filing may be liable for penalties as prescribed under the Companies Act, 2013.
If companies are and the secretarial department is careful about the above mentioned points, they can avoid several wrong points in the relationship with the statutory authorities and make it smooth.