Registrar of Companies ( ROC ) is an office under the Ministry of Corporate Affairs (MCA) which is the body that deals with the administration of companies and Limited Liability Partnerships (LLPs) in India.
It completes regulation and reporting of companies and their shareholders and directors and also administers government reporting of several matters which includes the annual filing of numerous documents and we also need to file changes like Change of Registered Office Address, Addition or Removal of Directors, Director KYC etc.
Companies and LLPs in India are required to comply with annual filings under the Companies Act, 2013 and the Limited Liability Partnership Act, 2008. The filings with the ROC should be made once a year or on the occurrence of specified events.
An additional Director is a Director appointed by the Board of Directors between two annual general meetings and holds office only till the next general meeting
A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed
The procedure to remove / addition a director is as follows:-
Prepare notice of board meeting along with draft resolution(s) to be passed in the board meeting. Company should give intimation to the concern director about his removal / addition.
Sending of Notice along with Agenda of Board meeting to all the Directors of company.
Convene board meeting and pass the Board Resolution for considering the removal or addition of concerned Director and notice of general meeting to members of company.
Sending of general meeting notice to all the members atleast 14 days before date of general meeting along with special notice with the intention of removing or addition a director by the specified no. of members of the company has to be passed at least before 14 days before the concerned meeting at which it has to moved excluding the day on which the notice is served and the day of the meeting.
A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less than one percent of total voting power or holding shares on which an aggregate sum of not more than five lakh rupees has been paid up on the date of the notice.
Holding of General Meeting, allowing the removing or addition director to be heard and speak.
Passing of ordinary resolution if it is seems just and equitable.
Preparation of Documents for removal or Addition of director and intimation to concerned departments.
A company may be required to change its registered office. In such a case, the company needs to follow the compliances laid down in the Act and the Companies (Incorporation) Rules, 2014 (‘Rules’).
The compliances for change of registered office of a company within the local limits of the same city, village or town are as follows:
The documents to be attached with Form INC-22 are:
The compliances that a company needs to follow after changing its registered office upon receipt of approval of ROC are as follows:
As per MCA recent announcement, any director who was allotted a DIN by or on 31st March 2018 and whose DIN is in approved status, will have to submit his KYC details to the MCA. Further, this procedure is mandatory for the disqualified directors too.
From the Financial Year 2019-20 onwards, it is mandatory for every director who has been allotted a DIN on or before the end of the financial year and whose DIN is in approved status, will have to file form DIR-3 KYC before 30th September of the immediately next financial year.
Consequence of not filing e-Form DIR-3 KYC within the specified Due Date
In case a director who is supposed to file the e-Form does not file it by 30th September on MCA 21 portal, the department will mark the DIN of such director as ‘Deactivated due to Non-filing of DIR-3 KYC’. If the director wishes to re-activate his DIN in future by filing the missed-out e-Form DIR-3 KYC, he can do so after paying a late fee of Rs 5,000. This fee would be payable on or after 30th September of the year in which the e-Form DIR-3 is to be filed. This form needs to be filed annually by the directors.
The annual ROC compliances are detailed reporting of the business procedures that every registered company/LLP in India should submit within the due date prescribed in the Companies Act, 2013 and Companies Rules. The companies/LLP must file the ROC forms with ROC without fail, or else they will have to pay a penalty.
Companies/LLP must download the forms from the MCA website. They need to fill it, attach the required documents and submit them on the MCA portal.
The ROC forms are annual forms. There are no forms that need to be filed every month with the ROC. The forms to be filed with the ROC relate to the financial information of the company/LLP for a financial year.
A company/LLP can ask for an extension in the due date for filing a ROC form by applying for an extension with the ROC where the company/LLP is registered. The company/LLP has to state the reason for the extension required for filing a form. The ROC will grant an extension if the reason is valid.
All companies except One Person Company (OPC) must hold their AGM within a period of six months from the end of the financial year. If the company’s financial year ends in March, then the company must conduct an AGM before 30 September every year. However, in the case of a first annual general meeting, the company can hold the AGM in less than nine months from the end of the first financial year. The time gap between two AGMs of a company should not exceed 15 months.