Some important ROC Compliances for Companies in India

by Gulshan Aggarwal Digital Marketer

Once a Company is registered as per the Companies Act, 2013, it must fulfill certain necessary ROC Compliances to be fully compliant with laws and regulations. Two of these important compliances are as follows-

 

1.       Books of accounts to be prepared as per companies act and where such books of accounts to be kept for fulfilling the conditions of ROC Compliance.

Every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year.

Provided that all or any of the books of account aforesaid and other relevant papers may be kept at such other place in India, company shall, within 7 days thereof, file with the ROC a notice in writing giving the full address of that other place to comply with ROC Compliance.

Company shall keep record for books of accounts for minimum 8 financial years.

 

Penal provision:

If the managing director, the whole-time director in charge of finance, the Chief Financial Officer or any other person of a company charged by the Board with the duty of complying with the provisions of this section, contravenes such provisions and fails to file ROC Compliance then such managing director, whole-time director in charge of finance, Chief Financial officer or such other person of the company shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than 50,000 rupees but which may extend to five lakh rupees or with both.

 

Also Read: ROC Compliance Checklist for Small Companies in India

 

2.       How BM, EGM and AGM are held – place, time, notice period etc.

Board meetings:

Ø  Min 7 days’ notice is required to be given before board meeting if given through hand or by electronic means.

Ø  Board meeting can be held at anywhere in India or outside India.

Annual General Meetings:

Ø  Every company other than a One Person Company shall in each year hold annual general meeting and not more than 15 months shall elapse between the two AGMs.

Ø  Minimum 21 clear day notice is required to be given for AGM

Meeting may be called at shorter notice if consent received by not less than 95% of the members, entitled to vote.

Ø  1^st AGM shall be held within a period of 9 months from the date of closing of the first financial year.

Ø  Subsequent AGMs shall be held within period of 6 months, from the date of closing of the financial year

Ø  Registrar may, for any special reason, extend the time for subsequent AGM (Not first AGM), by a period not exceeding 3 months so that the ROC Compliances can be fulfilled by the company.

Ø  Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday.

Ø  AGM shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated.

 

     Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance

         Penal provision:

If any default is made in holding a meeting of the company registration in accordance with section 96 related to AGM and non-ROC Compliance for the same, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues.

 

Extra-ordinary General Meetings:

Ø  Minimum 21 clear day notice is required to be given for AGM

Meeting may be called at shorter notice if consent received by members holding not less than 95% of the paid up share capital.

Ø  An extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India.

         Punishment Where No Specific Penalty or Punishment is provided in that particular section:

450. If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or non- ROC compliance or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be punishable with fine which may extend to ten thousand rupees, and where the contravention is continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues.

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Created on Feb 16th 2020 04:47. Viewed 287 times.

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