Business: freelancer, company, ROC · ROC and Annual Compliance
ROC Annual Filing: AOC-4 (Financials) and MGT-7 (Annual Return)
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Facts
Every private limited company must file two annual returns with the Registrar of Companies (ROC/MCA21). AOC-4: audited financial statements (balance sheet, P&L, board report). MGT-7: annual return (shareholding, directors, share capital changes). Missing these: ₹200/day penalty per form until filed. After 3 consecutive years of non-filing: directors can be disqualified.
Provisions and law
- Sec 137
- Sec 92
- Sec 96
- Sec 164(2)
Analysis
AOC-4, Financial Statements package: Must include: Balance Sheet (as of March 31). Statement of Profit and Loss. Cash Flow Statement (if not small company). Statement of Changes in Equity. Notes to Accounts. Board Report (must include: extract of annual return, composition of committees, material changes, CSR report if applicable, directors' remuneration). Auditor's Report (statutory audit). All digitally signed by director and filed on MCA21. MGT-7, Annual Return contents: Company details (registered office, type, CIN). Share capital and debentures. Shareholding pattern (each shareholder with PAN, % holding). Transfer of shares during year. Directors and Key Managerial Personnel (DIN, designation, joining/cessation). Meetings held. Related party contracts. Declaration of compliance. Signed by director and CA/CS.
Conclusion
- Statutory audit complete? Auditor issues signed audit report before AGM can be held
- Hold AGM by September 30 (for March 31 FY companies): shareholder meeting with required agenda
- Board Report prepared: includes all mandatory disclosures under Companies Act 2013
- File AOC-4 on MCA21 within 30 days of AGM (by October 30 typically)
- File MGT-7 on MCA21 within 60 days of AGM (by November 29 typically)
- DSC of at least one director required for filing. Keep DSC valid and renewed.
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