What is MCA and how important is it to business?
The MCA is primarily concerned with the administration of the Companies Act 2013, its predecessor the Companies Act 1956, the Limited Liability Partnership Act, 2008 and other allied Acts, and rules and regulations framed there-under mainly for regulating the functioning of the corporate sector under the law.
The MCA is also responsible for
- administering the Competition Act, 2002, Partnership Act, 1932, the Companies (Donations to National Funds) Act, 1951 and Societies Registration Act, 1980.
- supervision over the three professional bodies – Institute of Chartered Accountants of India (ICAI), Institute of Company Secretaries of India(ICSI), and the Institute of Cost Accountants of India (ICAI)
- carrying out the functions relating to the administration of Insolvency and Bankruptcy Code (IBC) 2016
What does ROC typically do?
Let’s examine the relationship between MCA and ROC and their functions.
The Registrar of Companies is an office under the Ministry of Corporate Affairs. At present, 25 ROCs are operating in India across all the major states/UT’s. The ROCs are tasked with the principal duty of registering the incorporation of both the companies and LLPs across states and union territories. The central government preserves administrative control over the Registrar of Companies with the help of Regional Directors.
Functions of ROC:
- The ROC takes care of the registration of a company (also referred to as incorporation of the company).
- On registration, the ROC provides a certificate of incorporation, which is conclusive evidence of the existence of any company. A company, once incorporated, cannot cease unless the name of the company is struck off from the register of companies.
- It completes regulation and reporting of companies and their shareholders or members and directors, and also administers the annual filing of numerous documents.
- Among other functions, ROC could also ask for supplementary information from any company. It can search its premises and seize the books of accounts with the prior approval of the court.
- Most importantly, the Registrar of Companies could also file a petition for the winding-up of a company.
Since ROC is a wing of MCA, we will consider both as synonyms for the purpose of this article series wherever Companies Act is referred to.
Filings with MCA Under Companies Act, 2013
Under the Companies Act, 2013 and its rules, numerous forms have to be filed by the company with the Registrar of Companies. Some of these forms are to be filed annually by the company and some of them are to be filed only once after the incorporation of the company, such as application for reservation of name, Consent of Nominee as regards One Person Company, e-memorandum of association, e-articles of association, etc.
Some of the forms are filed when the event takes place, such as the resignation of an auditor, change in the name or address of the company, etc. Failure to file these forms attracts heavy penalties.
Following is an almost comprehensive list of forms that are to be filed with MCA / ROC. The relevant description has also been given against each form for quick and better understanding.
- INC 1: Application for reservation of name
- INC 3: Consent of Nominee as regards One Person Company
- INC 4: Change of nominee as regards One Person Company
- INC 5: Intimation by One Person Company for exceeding prescribed threshold more than Rs 50 lakh of share capital or Rs 2 crore of turnover.
- INC 6: Conversion of private limited company into an OPC or vice versa
- INC 8: Declaration by an advocate, chartered accountant, cost accountant, or company secretary in practice that all requirements of the companies act and rules pertaining to incorporation have been complied with.
- INC 9: Declaration by each of the subscribers to the memorandum and each of the first directors named in the articles that he has not been convicted of any offence for the preceding five years and that all the documents filed with the Registrar are true and accurate.
- INC 11: Certificate of Incorporation
- INC-11A: Certificate of Incorporation on conversion from unlimited company to limited company
- INC-11B: Certificate of Incorporation on conversion from a company limited by guarantee to a company limited by shares
- INC 13: Memorandum of Association
- INC 14: Declaration by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in practice, that the articles of association have been drawn up in conformity with the provisions of Section 8 and rules made thereunder and that all the requirements concerning the Act and the rules made thereunder concerning the registration of the company under Section 8 and matters incidental or supplemental thereto have been complied with.
- INC 15: Declaration by each of the persons making the application(Section 8 companies)
- INC 16/17: Licence issued under Section 8
- INC 20A: Declaration given by the director for the commencement of business for a company
- INC 22: Notice for change of situation of the registered office of the company and its verification
- INC 22A: Active Company Tagging Identities and Verification(ACTIVE)
- INC 24: Application to the Central Government for approval for change in the name of the company
- INC 25: A new certificate of incorporation subsequent to change in name
- INC 25A: Advertisement to be published in a newspaper when a public company is converted into a private company
- INC 26: Advertisement to be published in a newspaper for change in the registered office from one state government or union territory to another
- INC 27: Transformation of a public company into a private company and vice versa, including company limited by guarantee to a company limited by shares
- INC 28: Notice of the order of the court/any other competent authority
- INC 32: Simplified Proforma for Incorporating Company electronically (SPICe)
- INC 33: e-Memorandum of association
- INC 34: e-Articles of association
- INC 35: Application for Goods and Services Tax Identification number, employees state insurance corporation registration plus employees provident fund organisation registration (AGILE-PRO)
- RD 1: Application to the regional director for change in a financial year or the conversion of a public company into a private company
- RD GNL 5: Form for rectification of mistakes pertaining to change in a financial year or for the conversion of a public company into a private company
- SH 10: Register of shares or other securities bought back
- DPT 3: Return of deposits
- DPT 4: Statement on existing deposits as on the date of commencement of the companies act
- CHG 1: Application to register the creation or modification of charge (other than debentures)
- CHG 2: Certificate of registration of charge
- CHG 3: Certificate of modification of charge
- MGT 1: Register of members of the company
- MGT 2: Register of Debenture Holders or Any Other Security Holders
- MGT 3: Notice or the change in the situation or discontinuation of a location where a foreign register is kept
- MGT 9: Extract of the annual return
- MGT 11: Appointment of proxy for a meeting
- MGT 12: Polling paper in the meeting
- MGT 13: Scrutinizer’s report to the Chairman pertaining to the poll of the meeting
- MGT 14: Filing of company resolutions and agreements with the Registrar
- MGT 15: Form for filing report on the Annual General meeting
- BEN 1: Declaration by the significant beneficial owner in case of an individual
- AOC 1: Statement containing salient features of financial statements of subsidiaries/ associates/joint ventures
- AOC 2: Details containing contracts or arrangements entered into with related parties
- AOC 3: Statement containing salient features of the audited financial statements
- AOC 3A: Detailed statement on the financial statements to be filed by companies complying with the Companies (Indian Accounting Standards) Rules, 2015
- AOC 4: Form to file a financial statement and other documents of the company with the Registrar
- AOC 4 (XBRL): XBRL document in respect of financial statement and other documents to be filed with the Registrar
- AOC 4: CFS Form to file consolidated financial statements and other documents with the Registrar
- AOC 4: NBFC Form for NBFCs to file a financial statement and other documents with the Registrar
- AOC 5: Notice to declare the address of the location in which the books of accounts are maintained
- ADT 1: Form to inform the Registrar regarding the appointment of auditor by the company
- ADT 2: Application for removing the auditor before the expiry of their term by the company
- ADT 3: Notice of resignation of auditor
- ADT 4: Form to report any suspected fraud by the auditor to the Central Government
- CRA 1: Maintenance of cost records by certain companies
- CRA 2: Form for intimation of appointment of cost auditor by the company to central government
- CRA 3: Format of the cost audit report
- CRA 4: Form for filing cost audit report with the central government
- DIR 2: Consent given by a person to act as the director of the company
- DIR 3: Application for allotment of Director Identification Number (DIN) before being appointed in an existing company
- DIR 3: KYC Application for filing KYC of the director
- DIR 3C: Intimation by the company to the Registrar on the Director Identification Number
- DIR 3A: Declaration given by a person applying as director, if he does not have the last name and uses a single name
- DIR 3B: Intimation of DIN to the company/companies in which the person is a director
- DIR 5: Application for surrender of DIN
- DIR 6: Intimation of changes in particulars specified in DIN application
- DIR-8: Intimation by a director to a company about his/her disqualification
- DIR 9: Disqualification of directors to be intimated to the Registrar by the company
- DIR 10: Application for removal of disqualified directors
- DIR 11: Notice of resignation by a director to the Registrar
- DIR 12: Particulars of Directors and the key managerial personnel appointed and any changes
- MR 1: Return for the appointment of a Whole Time Director, Managing Director or Manager
- MR 2: Form for application to the Central Government for approval of appointment/reappointment/remuneration of Managing Director, Whole Time Director or Manager
- MR 3: Format of the Secretarial Audit Report
- CAA 1: Creditors responsibility statement pertaining to Section 230- Power to compromise or make arrangements with creditors and members
- CAA 2: Notice of meeting of any class or classes of the meeting of the creditors or members
- CAA 10: Solvency Declaration
- CAA 11: Approval Notice for a scheme of merger
- STK 1: Notice by Registrar of Companies for company’s name removal from the register of companies
- STK 2: Application by the company to ROC seeking the removal of its name from the register of companies
- FC 1: Information to be filed by a foreign company
- FC 2: Return of alteration in the documents filed for a foreign company registration
- FC 3: Annual accounts and the list of all principal places of business established in India by a foreign company
- FC 4: Annual Return of a Foreign company
- FC 5: Nomination for Indian depository Receipts
- RSC 1: Application to the Tribunal to confirm the reduction of share capital
- MSME: Half-yearly return filed with the Registrar for any outstanding payments to Micro or Small Enterprise
- Form 23C: Application to the central government to appoint a cost auditor
- Form I-XBRL: XBRL document of a cost audit report and other documents to be filed with the central government
- Form A-XBRL: XBRL document on compliance report and other documents to be filed with the central government
- Form 23D: Information by cost auditor to central government
There are two categories of MCA filings – one is periodical and another is based on events like incorporation, change of situation of registered office, resolutions, the appointment of directors and auditors etc.
The prefix to the form number provides some kind of meaning about the type of form and the purpose of filing. For example, forms with the prefix INC refer to filings related to incorporation, AOC to annual filing, DIR to directors, MGT to management, ADT to audit, and so on.