ROC Notices

ROC Notices2019-03-08T06:01:43+00:00

Notice for Not complying with Annual Filing by companies incorporated under the Companies Act, 1956/2013

A copy of the financial statements, including consolidated financial statement if any duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting. Under S.137(3) of the Act, if a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees, and the Managing Director and the Chief Financial Officer of the company, if any, and, in the absence of the Managing Director and the Chief Financial Officer, any other Director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such Director, all the Directors of the company, shall be liable to a penalty of one lakh rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees.

Further, under S.92 (4) of the Act, every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed.

Under S.92(5) of the Act, if any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of five lakh rupees.

What to do after receiveing such notice?

In this regard, you do not need to reply to the notice, instead necessary compliance may be immediately completed in accordance with the provisions of the Companies Act.

Strike off Notice

According to the ROC, the Companies which have not filed financial statement for a period of two immediately preceding financial year are non-working/ non-operational Company.

“What should be reply of ROC Notice?”
“Points to be analyze before reply to ROC Notice”
“What is the implication of non reply of ROC Notice?”

Points to be analyzed Before- Reply to ROC Notice?

The Companies which have not filed their Financial Statement (AOC-4 / 23AC, ACA) or Annual Return (MGT-7) for a period of two immediately preceding financial year shall receive the Notice in form STK-5. Before filing of reply to ROC Notice, following points are required to be analyzed by the Company.

i. Whether Company has filed the Financial Statements or Annual Return or not?
ii. Whether there is any business/ operations in the Company or not?
iii. Whether promoters want to continue the Company or want to Strike off?

How to Reply – ROC Notice?

After analyzing of above mentioned question, let’s discuss how to reply the ROC Notice.

i. Whether Company has filed the financial statement or Annual Return or not?

Generally, ROC issues notices to only those companies, who does not file their Financial Statement or Annual return for preceding two financial years. Therefore, we can opine that all such companies have not filed their forms.

ii. Whether there is any business or operation in the Company?
First promoters have to analyze that whether Company having any business or operations or not, this is crucial point for reply to ROC Notice. Because,
i. If Company is having business or continue carrying on business. Promoters have to prove the same to ROC that our Company is operational Company.
{in this case, Before reply to ROC, complete the annual filing of the Company and then reply to ROC that, our Company is working Company and our company inadvertently fails to file Financial Statement and Annual Return.  Which we have filed with additional fees (copy of challan is attached).}
ii. If Company is not having any business then question will arise that, whether promoters want to continue the Company or strike off the Company.

iii. Whether Promoters want to continue the Company?
{in this case, Before reply to ROC, complete the annual filing of the Company and then reply to ROC that, our Company is working company, however there are not revenue or profit in our company still we are trying for business in future and our company inadvertently fails to file Financial Statement and Annual Return.  Which we have filed with additional fees (copy of challan is attached).}

If Promoters Don’t want to continue the Company?

If Promoters Don’t want to continue the Company?

FIRST: Complete the Annual Filing of Company (by filing of AOC-4 and MGT-7 with ROC by paying additional fees).
SECOND: File e-form STK-2 for strike off of Company with the relevant attachments.
THIRD: Reply to ROC, that we have completed our pending annual filing with additional fees, Company don’t want to continue and e-form STK-2 has been filed for strike off of Company. (attached copy of all the challans of annual filing forms and STK-2)

What is the implication of non reply of ROC Notice?

Most important, if company doesn’t reply to ROC notice then what shall be implication of such on Company?

In short, below mentioned shall be the implication on the Company:
i. Name of Company shall be removed from the record of ROC.
ii. Bank account of Company shall be ceased.
iii. Directors of Company shall be disqualified.
iv. DIN of Directors shall be ceased.
v. Directors shall not be allowed to continue as directors in other companies.
vi. Directors shall be personally liable for all the statutory and other liabilities of Company.
vii. Directors shall be liable for penalties, punishment or prosecution for non-compliances under the Act.

Contact Info

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Phone: +91 11 4357 0296

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