Annual Compliances for FY 2022-23 W.R.T ROC & RBI

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Annual Compliances for FY 2022-23 W.R.T ROC & RBI

Companies and LLPs in India must comply with the yearly filing requirements stipulated in the Companies Act, 2013 and the Limited Liability Partnership Act, 2008. Filing with the ROC should be done once a year or when certain events occur. The Ministry of Corporate Affairs released a series of notifications in the early months of the new calendar year, 2022, establishing new Compliances and reporting responsibilities in the Corporate Circle. Every Indian company must abide by the provisions of the Companies Act, 2013. In this article we’ll discuss about Annual Compliances for FY 2022-23 W.R.T ROC & RBI.

Before we move upon to Annual Compliances for FY 2022-23 W.R.T ROC & RBI, we should discuss first about the Annual Compliances with respect to Reserve Bank of India (RBI) and Registrars of Companies (ROC).

Table of Content

Annual Compliance with respect to ROC

The Companies Act, 2013 requires every company incorporated under the provisions of the said Act, whether public or private, to file its audited Financial Statements in various e-forms along with the necessary documents with the respective Registrar of Companies on an annual basis, regardless of turnover, capital, transactions done, etc. The Annual Report is completed to report on the actions carried out throughout the Fiscal Year.

The annual filing of a company includes all documentation pertaining to the filing of audited Financial Statements and the Annual return, which includes the information that of the Financial Statements of the Company, Registered Office Address Certifications (if any), Details of the Shares and Debenture issued during the year and transferred, Register of Members as of the date of the end of the Financial Year, The details and information of Debt, and also about the changes in the Debt.

Advantages of Annual Compliance with respect to ROC

The following are the advantages of Annual Compliance with respect to ROC:

  • Enhances trustworthiness: The main necessity for every company is legal compliance. If the company complies with the laws, it attracts potential investors to invest in the company because the date of the company’s annual return is displayed on the Master Data on the MCA portal, which also helps in obtaining Government tenders, obtaining loan facilities from banks and financial institutions, and obtaining approvals for similar other purposes.
  • Aids in the maintenance of a company’s active status: To keep the company operating, it is required to file returns on a regular basis, which helps to avoid the imposition of significant fines. If the company fails to comply with the regulations and fails to file the returns, it may be deemed defunct or deleted from the ROC records, which affects the status of the relevant directors, disqualifying or barring them from further employment in any business.

More Information on the Company’s Annual Filing

Every company is required by law to comply with the yearly standards outlined in the Companies Act, 2013. Appointing a statutory auditor to audit the company’s yearly accounts is a legal necessity. Companies must compile their accounts and have them approved by their Board of Directors and Auditors.

In addition to MCA yearly filings, companies must file an Income Tax Return in the appropriate form with the Income Tax Department by September 30th of each year. It is mandatory to submit ITR and yearly accounts with ROC regardless of whether the company is active or not.

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Companies are obligated to have an Annual General Meeting once a year, within 6 months after the conclusion of the fiscal year, on September 30th of each year. The AGM of newly established companies must be held within 9 months after the end of the fiscal year, i.e. by December 31st of the relevant year. Any two AGMs should not be separated by more than 15 months.

Annual Compliance with respect to RBI

According to the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, an Annual Return on Foreign Liabilities and Assets (FLA) must be filed by an Indian company that has received FDI or made ODI abroad, or an LLP that has received investment by way of capital contribution in the previous year(s), including the current year, on or before the 15th of July of each year.

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Who can file FLA Return?

Every company that has foreign assets or liabilities in its financial accounts as of March 31, or an LLP that has received investment by way of capital contribution and is still active as of March 31, is obliged to file a FLA return.

If an Indian company does not have any outstanding FDI and/or ODI investments as of the 31st March of the reporting year, the company is not obliged to file the FLA Return. Similarly, if an Indian company has not received any new FDI or ODI in the previous year but has outstanding FDI or ODI, the company is still obligated to file the FLA Return on 15 July of each year.

Features of Annual Compliance with respect to RBI

The updated Foreign Liabilities and Assets Information Reporting (FLAIR) System includes the following features: –

  • The RBI would offer reporting organisations with a web-portal access (RBI Portal). Entities must complete a User registration form. Following successful registration, a Login Name and Password will be generated, and a FLA return can be filed.
  • The updated form will additionally request details on the first year of ODI/FDI receipt and disinvestment.
  • After successfully submitting the form, reporting organisations will receive a system-generated acknowledgment receipt.
  • If necessary, the data may be changed, and the information supplied can be viewed/downloaded.
  • After getting RBI confirmation on their request email, entities can submit FLA information for previous year/s.
  • The current procedure for submitting FLA forms through email will be phased down.

Compliance Calendar for Annual Compliances for FY 2022-23 W.R.T ROC & RBI.

Sr. No. Form to be submitted To be filed under Applicability Last day to fill out Applicable to both private and public companies
1. MSME FORM- I ROC Form for filing a half-yearly return with the ROC on unpaid payments to Micro or Small Enterprises after 45 days. 30 April 2022 (for the period from October to March) Every Company owning Micro to Small Enterprises
2. MGT 14 ROC Any company that has not yet implemented its MOA/AOA in accordance with the terms of the Companies Act, 2013 Immediate Basis Every Company
3. LLP 11 ROC Every LLP must file an annual return within 60 days after the end of its fiscal year. 30/05/2022 All LLP’s
4. Share Capital Reconciliation Audit Report, PAS 6 for half year ending 31.03.2022 ROC Half-yearly return by public companies outlining the status of the company’s Demat and physical holdings. 30/05/2022 Unlisted Public Company
5. DPT 3  ROC Any company that, as of 31/03/22, had an outstanding balance of any amount falling under U/R 2(1)(c) of the Companies (Acceptance of Public Deposits) Rules, 2014, or an outstanding balance of any amount of Public Deposits. 30/06/2022 Every Company
6 Return of Foreign Assets & liabilities  RBI Any company that has either “Overseas Direct Investment” or “Foreign Director Investment” as of 31/03/22. 15/07/22 Company with ODI/FDI
7. DIR 3 KYC Web ROC Every individual who possesses a DIN and whose DIN status is ‘Approved’ as of 31.03.2022. 30//09/22 Every Director and other person holding DIN
8. MGT 14 ROC Only Public Companies 30Days of approval of Financial Statement & DR Any Public Company
9. CRA 2 (Appt. Of Cost Auditor) ROC Cost Audit Applies to All Companies 30 Days of appointment or Maximum 180 of end of FY, whichever is earlier Every Company whereon Cost Accounts/ Audit applies
10. CRA 4 (Cost- Audit Report) ROC Cost Audit Applies to All Companies 30 days of receipt of Cost Audit Report Every Company whereon Cost Accounts/ Audit applies
11. ADT 1 ROC AGM/EGM/BM Auditor Appointment Within 15 days of appointment date All Companies
12. Form AOC 4, AOC 4 CFS & AOC 4 XBRL ROC AOC 4- All Companies AOC 4 CFS- All Companies with a “Associate &/or Subsidiary” as of 31/03/22 AOC XBRL- All Companies as mentioned in the Notes Within 30 days of AGM. Every Company
13. LLP 8 ROC Balance Sheet Filling 30/10/22 All LLP’s
14. MSME 1 ROC Form for filing a half-yearly return with the ROC on unpaid payments to Micro or Small Enterprises after 45 days. 31/10/22 All Companies
15. MGT 7 ROC All Companies Within 60 Days of AGM All Companies
16. CSR- 1 ROC Any NGO (Society/ Trust/ Section 8 Company) that desires to accept CSR donations from corporations must complete this form prior to receiving such donations. Prior to taking any CSR grant from any Company Society / Trust / Section 8 Company registered under Sections 12A & 80G of the Income Tax Act, 1961
17. Share Capital Reconciliation Audit Report, PAS 6 for half year ending 30.09.2022 ROC Half-yearly return by public companies outlining the status of the company’s Demat and physical holdings. 29/11/2022 Unlisted Public Company
18. Performance Report- Annual RBI Any company has “Overseas Direct Investment” as of March 31, 2022 31/12/2022 All Company

Points to Ponder

The following are the points you should keep in mind:

  • Companies that will alter their shareholding during the planning process for BEN 2 must remember to fill out MGT 6 for any changes in beneficial shareholding.
  • DIR 6 still remains for any changes to the particulars of a DIN and must be filed regardless if DIR 3 KYC already filed.
  • AOC 4 XBRL must be filed by Listed Companies and their Subsidiaries, Companies with a turnover of or greater than Rs 100 Crore, Companies with a paid-up capital of or greater than Rs 5 Crore, and any Company that has previously filed this form mandatorily since its inception. Any of these companies that have an “Associate & / or Subsidiary” as of 31.03.22 must additionally file their “Consolidated Financial Statements” using AOC 4 XBRL.

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Filing ROC and RBI yearly compliance is a critical element of the Companies Act, 2013, and must be followed by all companies. Non-filing is punishable by fines and has ruined the company’s reputation. As a result, achieving these requirements ahead of the deadline is favourable.


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Neelansh Gupta is a dedicated Lawyer and professional having flair for reading & writing to keep himself updated with the latest economical developments. In a short span of 2 years as a professional he has worked on projects related to Drafting, IPR & Corporate laws which have given him diversity in work and a chance to blend his subject knowledge with its real time implementation, thus enhancing his skills.

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