The Registrar of Companies (ROC) is a registry by the Ministry of Corporate Affairs that manages the administration of companies under the Companies Act, 2013. A return is a statement that provides the authorities with information about your companies’ business activities, internal governance, financial position and more.
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What is ROC Annual Returns?
Every company must file ROC returns depending upon its type to the Ministry of Corporate Affairs (MCA). An ROC return is a compliance to be made by companies to the ROC. At present, there are 22 Registrar of Companies in India. Generally, ROC returns contain details such as,
1.Details of and regarding shareholders, debenture holders, directors, Key Managerial Person (KMP), and the Company Secretary
2. The particulars of charges and liens created against the company’s assets
3. The address of the registered office, the location of the register of the members’ company, and a copy of the latest financial statements
Companies that cannot be considered as Small Companies are,
- A public company
- A holding company or a subsidiary company
- A company which is registered as a section 8 company under Companies Act, 2013
- A company or a body corporate governed by a special act, such as the Reserve Bank of India (RBI)
Note: The status of a company being a small company is subject to change every year, and hence the benefits a company gets for being a small company can be retained only for a year.
Annual Returns to be Filed with ROC (MGT-7)
Annual Returns under Section 92, Companies Act 2013, read with Rule 11, Companies (Management and Administration) Rules, 2014 is a yearly statement that contains details of the company.
It includes information about the registered office, business activities, particulars of its holdings, subsidiary companies, shares, debentures and other securities and shareholding pattern, members and debenture-holders, promoters, directors, key managerial personnel, and changes therein, members and debenture-holders, promoters, directors, key managerial personnel, meetings of members, and compliances, disclosures etc.
What is the Purpose of Filing an Annual Return with ROC?
The primary purpose of filing annual returns with ROC is to provide details about the company and its functioning to ROC. The management must ensure that the returns are filed correctly and on time.
Contents of the Annual Return MGT-7
The annual returns prepared by a company should include the following,
- The details of the registered office, primary place of business, details of the principal business activity of the company and the details of the company’s holding, subsidiary and associate companies
- The details of the capital structure of the company, i.e. the company’s shares, debentures, securities issued and the details of the company’s shareholding pattern.
- The details of the company’s indebtedness, viz; the details of debenture-holders and any changes in the members and the details of any charges or liens created in the previous financial year.
- The details of directors, promoters and other Key Managerial Personnel and any changes in their constituent until the end of the previous financial year.
- Details of the meetings of the Board of Directors, its committees, or any other class of members.
- Details of Remuneration of Directors and other Key Managerial Personnel
- Details of any penalty or punishment imposed on the company, its directors or officers, including details of compounding of offences and appeals made against that penalty or punishment.
- Details of the matters relating to certification of compliances and disclosures as required by the law
- Any other matters as required to be provided for
- This e-form can be filled by attaching the scanned copy of documents under the attachments head. The documents to be attached are,
- List of shareholders, debenture holders
- Approval letter for extension of AGM
- Copy of MGT-8
- Optional attachments, if any.
MGT-7A – An Abridged Annual Return
The Central Government prescribed an abridged form of annual return for One Person Company (OPC) and Small Company by amending the Companies (Management and Administration Rules), 2014, which has been in effect since March 5, 2021, and it applies to the following –
One Person Company (OPC) under Section 2(62) of the Companies Act, 2013.
According to Section 2(62) of the Companies Act, 2013, a ‘One Person Company’ is a company with only one member.
Small Company under Section 2(85) of the Companies Act, 2013
As per Section 2(85) of the Companies Act, 2013, a public company cannot be regarded as a ‘small company’.
A company can be regarded as a small company only if it fulfils both the requirements mentioned below,
- A company whose paid-up share capital is not more than INR 50 lakh or higher as per law, should not be more than INR 10 crore, and
- A company whose turnover as per the profit and loss account for the previous year is not more than INR 20 crore or higher as per law should not be more than INR 100 crore.
MGT-7A does not apply to:
- A public company
- A holding company or a subsidiary company
- A company registered as a section 8 company under the Companies Act, 2013.
- A company or a body corporate governed by a special act, such as the Reserve Bank of India (RBI).
Contents of MGT-7A
Since MGT-7A is an abbreviated form of annual return, especially for OPCs and Small Companies, it has lesser compliance than MGT-7. The information to be provided under MGT-7A is as follows,
- The date of the Annual General Meeting (AGM)
- The details of associated companies like holding company or subsidiary company, and also, joint ventures, if any
- Details of the capital structure of the company, its breakdown, and details of unclassified capital, if any
- Details of transfer of shares or debentures
- The shareholding pattern of both promoters as well as non-promoters
- Details of the meetings or members or any other meetings
- Details of the board meetings
- Attendance of directors
Form MGT-8 Certificate by a Practising Company Secretary
According to the Companies Act 2013, Section 92(2) read with Rule 11(2) of the Companies (Management and Administration) Rules, 2014, Form MGT-8 is a certification granted on a company’s annual report by a practising company secretary.
A listed business or a firm with a paid-up share capital of INR 10 crore or a turnover of INR 50 crore or more must attach MGT-8, which must be validated by a Company Secretary in Practice (PCS) and given in stipulated Form MGT-8. If MGT-8 is released after October 1, 2020, a practising Company Secretary must generate a UDIN (PCS).
Due-Date for filing the Annual Return of a Company
- Although OPC is not required to hold the annual general meeting, the due date for filing Form MGT-7A for OPCs and Small Companies is 60 days from the completion of the six months from the end of the financial year.
- Except for One Person Companies (OPCs) and small companies, the annual returns must be filed with the Registrar of Companies within 60 days from the conclusion of the AGM.
- Every company is required to do the ROC filing of the annual return.
4. If any company violates the rules of the law, the company will have to pay the heavy penalty imposed on them by the authorities.
5. Every company should file the returns applicable to them before the due date mentioned.
ROC Filing Due Dates
ROC Compliance Calendar FY 2021-22
| Description & Forms | Dates |
| AOC-4 Due Date for FY 2021-22 | 30 October 2022 |
| MGT-7 Due Date for FY 2021-22 | 29 November 2022 |
| MGT-7A Due Date for FY 2021-22 | 29 November 2022 |
| DPT-3 Due Date for FY 2021-22 | 30 June 2022 |
| DIR-3 KYC Due Date for FY 2021-22 | 30 September 2022 |
| MGT-14 Due Date for FY 2021-22 | 30 October 2022 |
| MSME Form Due Date for FY 2021-22 | 30 April 2022 and 31 October 2022 |
| ADT-1 Due Date for FY 2021-22 | 14 October 2022 |
| Form 11 Due Date for FY 2021-22 | 30 May 2022 |
| Form 8 Due Date for FY 2021-22 | 30 October 2022 |
| Form PAS-6 Due Date for FY 2021-22 | 30 May 2022 and 29 November 2022 |
| Form CRA-4 Due Date for FY 2021-22 | Announcement awaited |
| Form 29C Due Date | Announcement awaited |
| Form 3CA-3CD/ 3CB-3CD Due Date | Announcement awaited |
ROC Compliance Calendar FY 2020-21
Below is the ROC Compliance Calendar for FY 2020-21.
| Description & Forms | Dates |
| AOC-4 Due Date for FY 2020-21 | 15 March 2022 |
| MGT-7 Due Date for FY 2020-21 | 31 March 2022 |
| MGT-7A Due Date for FY 2020-21 | 31 March 2022 |
| DPT-3 Due Date for FY 2020-21 | 31 August 2021 |
| DIR-3 KYC Due Date for FY 2020-21 | 30 September 2021 |
| MGT-14 Due Date for FY 2020-21 | 30 December 2021 |
| MSME Form Due Date for FY 2020-21 | 30 April 2021 and 31 October 2021 |
| ADT-1 Due Date for FY 2020-21 | 14 December 2021 |
| Form 11 Due Date for FY 2020-21 | 31 August 2021 |
| Form 8 Due Date for FY 2020-21 | 30 December 2021 |
| Form PAS-6 Due Date for FY 2020-21 | 30 May 2021 and 29 November 2021 |
| Form CRA-4 Due Date for FY 2020-21 | 30 November 2021 |
| Form 29C Due Date | 15 February 2022 |
| Form 3CA-3CD/ 3CB-3CD Due Date | 15 February 2022 |
Documents Required for ROC Filing of Annual Return
- Balance Sheet of the company (Form 23AC)
- Profit and Loss Account of the company (Form 23ACA)
- Compliance Certificate (for companies having a paid up capital of INR 10 lakh to INR 5 crore under Form 66)
- Annual Return (for companies having share capital under Form 20B)
- Annual Return (for companies not having share capital under Form 21A)
How to do ROC Filing of Annual Return?
Before the annual return of any company is filed, the Board of Directors should authorise an auditor for the preparation of the financial statements and a company secretary for the preparation of the board report and the annual returns of the company. Also, the draft financial statements, board report and annual returns are to be approved by the board of directors by holding a Board Meeting for the same purpose.
The steps to file an Annual Return with ROC are as follows –
Step 1. Download the form that are applicable through the MCA website
Step 2. Fill in the e-forms applicable and attach the documents as required. Note that the attachment size should not exceed 2.5 MB. If it does, use an additional attachment sheet.
Step 3. Attach the Digital Signature of the directors and the company secretary as applicable.
Step 4. Once all the required attachments are done and forms are filled, login to the MCA website using the registered user id and password.
Step 5. After login, click on Upload Form and upload the e-forms along with the attachments.
Step 6. Once forms are successfully uploaded, a Service Request Number will be generated, which will direct you to a payment gateway.
Step 7. Payment can be done either by generating a challan or through net banking or through debit card or credit card.
