Essential Guide to ROC Return Filing in Chennai

Introduction

Filing the ROC (Registrar of Companies) return is a mandatory compliance for companies registered in India. The ROC return includes financial statements and annual returns that must be filed with the Ministry of Corporate Affairs (MCA). In Chennai, as with the rest of India, ROC filings help maintain transparency and legal accountability for companies operating under the Companies Act, 2013.

This article provides a detailed guide on the ROC return filing in Chennai, including types of returns, due dates, penalties, and the steps involved.

1. Types of ROC Returns

There are two primary types of ROC returns that a company needs to file annually:

1.1 Financial Statements (Form AOC-4): Every company is required to file its financial statements with the ROC. This includes the balance sheet, profit and loss account, auditor’s report, and the directors' report.

1.2 Annual Return (Form MGT-7 or MGT-7A): The annual return contains information such as the company’s registered office, shareholding structure, directors, and shareholders. This document is required to be filed every year with the ROC.

Other Returns: In addition to the annual returns, companies may be required to file specific forms depending on certain events like allotment of shares, change in directors, and others. These include:

• Form DIR-12 for appointment or resignation of directors.
• Form SH-7 for changes in share capital.
• Form ADT-1 for the appointment of an auditor.

2. Due Dates for ROC Return Filing

The due dates for filing ROC returns in Chennai (and throughout India) are standardized under the Companies Act:

• Form AOC-4: Within 30 days from the conclusion of the Annual General Meeting (AGM). Usually, AGMs must be held within six months from the end of the financial year (September 30).
• Form MGT-7/MGT-7A: Within 60 days from the conclusion of the AGM.

Private limited companies, public companies, one-person companies (OPCs), and other types of companies must adhere to these deadlines.

3. Penalties for Non-Compliance

Failure to file ROC returns within the stipulated time frame attracts significant penalties:

• For Companies: A penalty of ₹100 per day per form until the date of filing.
• For Directors and Officers: Personal fines may be imposed, along with potential disqualification of directors for persistent non-compliance.

The penalty increases as the delay in filing increases, so timely filing is critical for avoiding financial and legal consequences.

4. Steps to File ROC Returns in Chennai

Step 1: Preparation of Financial Statements The company’s financial statements must be prepared and approved by the Board of Directors before filing.

Step 2: Hold an Annual General Meeting (AGM) The AGM is held to approve the financial statements and other matters. The date of the AGM sets the clock for filing returns.

Step 3: Filing Form AOC-4 Once the financials are approved, file Form AOC-4 within 30 days of the AGM along with the required documents, such as the balance sheet, profit and loss statement, and auditors' report.

Step 4: Filing Form MGT-7/MGT-7A File the company’s annual return (MGT-7 for other companies and MGT-7A for OPCs) within 60 days of the AGM. This form must contain updated information about the company’s directors, shareholders, and other corporate details.

Step 5: Filing Other Relevant Forms Depending on changes in the company during the financial year, additional forms like DIR-12, SH-7, or ADT-1 may need to be filed as per the MCA guidelines.

5. Documents Required for ROC Filing

For AOC-4:

• Audited balance sheet
• Statement of profit and loss
• Cash flow statement (if applicable)
• Auditors’ report
• Directors’ report

For MGT-7/MGT-7A:

• Details of the company’s registered office
• List of shareholders and shareholding structure
• List of directors and key managerial personnel
• Details of any changes in directorship
• Other corporate details required under the Companies Act

6. Digital Signature Certificate (DSC)

The filing of ROC returns requires the use of a Digital Signature Certificate (DSC) by authorized signatories. Directors and professionals (like chartered accountants or company secretaries) responsible for submitting the returns must ensure their DSCs are valid and updated.

7. Professional Assistance in Chennai

Though ROC return filing can be done by company representatives, many businesses in Chennai opt to hire professional consultants or chartered accountants to ensure compliance with MCA regulations. These professionals are well-versed with the latest ROC filing requirements and can assist in preparing the necessary documents, using the MCA’s online portal, and avoiding penalties for non-compliance.

Conclusion

Filing ROC returns is a crucial aspect of maintaining corporate compliance in Chennai, as it is across India. Timely filing ensures that companies are in good standing with the Ministry of Corporate Affairs, avoiding penalties and legal issues. Whether done internally or through professional help, companies must be diligent in meeting the filing requirements, staying updated on changes in compliance norms, and adhering to the timelines.