ROC Compliance
Stay Legally Compliant. Avoid Penalties. Focus on Growth.
At Whytax, we help Private Limited Companies meet all their ROC compliance requirements efficiently and on time. Whether you're a startup or an established business, our expert ROC filing services ensure you stay legally compliant with the Ministry of Corporate Affairs (MCA).
📘 1. What is ROC Compliance?
ROC Compliance refers to the set of statutory requirements and obligations that companies incorporated under the Companies Act, 2013 (or earlier, 1956) must comply with under the oversight of the Registrar of Companies (ROC).
The ROC is a body under the Ministry of Corporate Affairs (MCA) and is responsible for:
• Registering companies,
• Ensuring companies file statutory returns and documents,
• Maintaining records related to the companies,
• Taking penal action against non-compliant entities.
ROC compliance includes:
• Annual filings (like financial statements, returns, etc.),
• Event-based filings (like changes in directorship, share capital, etc.),
• Regular disclosures (like board meetings, AGMs, resolutions).
Mandatory Compliances for Private Limited Companies
These are compliances every Private Limited Company must fulfill annually, regardless of business activity:
| Compliance | ROC Form | Due Date | Description |
|---|---|---|---|
| Auditor Appointment | ADT-1 | Within 15 days from the AGM | Notify ROC about the appointment of the statutory auditor. |
| Annual Return | MGT-7 | Within 60 days of the AGM | Information about shareholders, directors, and other statutory disclosures. |
| Financial Statements | AOC-4 | Within 30 days of the AGM | Filing of financials including balance sheet, P & L, audit report. |
| Director KYC | DIR-3 KYC / Web KYC | By 30th September | Annual KYC of directors with valid DIN. |
| AGM | Board Resolution | Within 6 months of end of financial year | Mandatory for companies other than OPCs. |
| Compliance | ROC Form | Due Date | Description |
|---|---|---|---|
| Board Meetings | Board Minutes | Minimum 4 per year | Mandatory quarterly board meetings. |
💼 Who Needs ROC Compliance?
ROC compliance is mandatory for:
• Startups and newly incorporated companies
• Private Limited Companies with or without active operations
• Dormant or zero-revenue companies
• Companies with foreign directors or shareholders
Important ROC Compliance Deadlines
| Form | Compliance | Due Date |
|---|---|---|
| DIR-3 KYC | Director KYC | 30th September |
| AOC-4 | Financial Statement | Within 30 days of AGM |
| MGT-7 | Annual Return | Within 60 days of AGM |
| ADT-1 | Auditor Appointment | Within 15 days of AGM |
Event-Based Compliances
These are not time-bound annually but depend on specific company activities or changes.
| Event | ROC Form | Time Frame | Description |
|---|---|---|---|
| Change in directors | DIR-12 | 30 days | Appointment, resignation, or change of director. |
| Change in registered office | INC-22 | 15–30 days | When shifting office address within or outside local limits. |
| Share allotment | PAS-3 | 15 days from allotment | Filing return of allotment for new shares. |
| Increase in authorized capital | SH-7 | 30 days | For changes in share capital authorized by the MoA. |
| Event | ROC Form | Time Frame | Description |
|---|---|---|---|
| Charge creation/modification | CHG-1 | 30 days | For creating or modifying loan/security charge. |
| Charge satisfaction | CHG-4 | 30 days | For marking satisfaction of loan/charge. |
| Change in company name | INC-24 | N/A | Post approval of name change by ROC. |
| Conversion of company type | INC-27 | N/A | When converting from private to public or LLP. |
Summary of ROC Compliance for Private Limited Company
| Compliance Type | Nature | Forms Involved | Frequency | Penalty |
|---|---|---|---|---|
| Annual | Mandatory | AOC-4, MGT-7, ADT-1, DIR-3 KYC | Yearly | ₹100/day |
| Event-Based | Conditional | PAS-3, INC-22, DIR-12, SH-7 | As applicable | ₹100/day |
| Meetings | Governance | Board Meeting Minutes, AGM | Periodic | — |
| Auditor Related | Mandatory | ADT-1 | After each appointment | ₹100/day |
📌 Essentials
• All forms are filed electronically via MCA portal.
• Use Digital Signature Certificate (DSC) and Director Identification Number (DIN).
• Keep updated statutory registers like Register of Members, Directors, Charges, etc.
• ROC fees depend on company capital and filing timeliness.
Difference Between ROC Filing and Income Tax Filing
| Feature | ROC Filing | Income Tax Filing |
|---|---|---|
| Governed By | Ministry of Corporate Affairs | Income Tax Department |
| Applicable Law | Companies Act, 2013 | Income Tax Act, 1961 |
| Forms Used | AOC-4, MGT-7, etc. | ITR-6 for companies |
| Frequency | Annually + Event-based | Annually |
| Objective | Corporate governance | Tax compliance |
Frequently Asked Questions (FAQs)
Q1: Can a company file NIL returns if there was no business activity?
Yes. Even if no business or transaction occurred during the year, the company must file NIL returns with ROC (AOC-4 and MGT-7). Non-filing is treated as non-compliance.
Q2: Who can sign ROC forms?
Generally, a Director signs using their Digital Signature Certificate (DSC). Some forms require Company Secretary or CA/CS/CMA certification.
Q3: Can I file ROC forms late?
Yes, but late filing attracts daily penalties. It's advisable to avoid it.
Q4: Is it necessary to hire a CA or CS for ROC filing?
Not legally mandatory, but highly recommended due to complexity and accuracy needs.
Q5: What is the difference between ROC and MCA?
ROC is a regional office working under the Ministry of Corporate Affairs (MCA) to administer company law.
Q6: Is ROC filing required for a newly incorporated company?
Yes. Within 180 days of incorporation, the company must file Form INC-20A (Declaration of Commencement of Business). This is compulsory before beginning any operations or receiving capital.
Q7: Is ROC filing mandatory for a dormant or inactive company?
Yes. Dormant and inactive companies are still required to file annual returns. They may, however, apply for dormant status under Section 455 to reduce compliance burden.
Q8: Can I revise or correct a ROC form after submission?
Yes, but conditionally. Some forms can be resubmitted if the ROC raises a query (via "resubmission" notice). Otherwise, you'll need to file a correction through a new form or consult the ROC.
Q9: Can I close a Private Limited Company through ROC?
Yes. A company with no liabilities can apply for closure through Form STK-2 (Strike-off). Before applying:
• File pending AOC-4 and MGT-7
• Clear all liabilities
• Take board and shareholder approvals
Q10: What if the company fails to hold its Annual General Meeting (AGM)?
Failure to hold an AGM results in:
• A penalty of ₹1 lakh, plus ₹5,000/day of default for the company and each officer in default.
• Filing of ROC returns (AOC-4, MGT-7) may still be required even if AGM is not held.
• The company can apply for an extension to ROC before the due date.
Q11: How do I check if my company’s ROC filings are up-to-date?
You can check this on the MCA website:
1. Go to MCA Services → View Public Documents
2. Search by Company CIN or Name
3. View and download all filed documents
Q12: Do I need to file anything with ROC after closing a bank account?
No specific ROC form is required for closure of a bank account. However, in case the registered office or principal place of business changes, Form INC-22 must be updated.
Q13: Are there exemptions for small companies in ROC compliance?
Yes. Small companies enjoy:
• MGT-7A instead of MGT-7
• Lesser penalties
• Simplified board meeting requirements
To qualify, the company must:
• Have turnover < ₹50 crore
• Paid-up capital < ₹4 crore (as per recent thresholds)
Q14: Do LLPs have the same ROC filing requirements as Private Limited Companies?
No. LLPs have a different set of forms and deadlines, but still report to ROC:
• Form 8 (Statement of Accounts)
• Form 11 (Annual Return)
• Form 3 (Agreement changes)
They also face penalties for non-compliance (₹100/day).
Q15: Can I convert a Private Limited Company into LLP or OPC?
Yes. Conversion is allowed but requires:
• Approval from ROC and MCA
• Filing of conversion forms like INC-6 (Pvt Ltd → OPC) or Form 18 & 2 (Pvt Ltd → LLP)
• Clearance of all pending ROC filings before conversion
Q16: What is the format of Board Meeting minutes for ROC compliance?
Minutes must include:
• Date, time, venue
• Names of directors present
• Agenda items discussed
• Decisions/resolutions passed
These must be entered in a bound book or digitally signed minutes book within 30 days of the meeting.
Q17: Is it mandatory to appoint a Company Secretary in a Private Limited Company?
Only if:
• The company’s paid-up share capital ≥ ₹10 crore
If so, appoint a whole-time Company Secretary and file Form DIR-12.
Q18: Is filing of Form CHG-1 mandatory for unsecured loans?
No. CHG-1 is only required for secured loans, where a charge (like a property or asset) is created in favor of a lender. For unsecured loans, CHG-1 is not applicable.
Q19: Can ROC compliance be done in regional languages?
No. All filings with ROC must be in English, the official language accepted by the Ministry of Corporate Affairs.
Q20: Do Private Companies need to comply with Secretarial Audit?
No. Secretarial Audit is mandatory only for:
• Listed companies
• Public companies with paid-up capital ≥ ₹50 crore or turnover ≥ ₹250 crore
Private companies are exempt.
Q21: Can ROC forms be filed without CA/CS attestation?
Some forms like MGT-7 can be filed by directors, but key filings (AOC-4, PAS-3) require attestation by CA/CS/CMA in practice with a Certificate of Practice (COP).
Q22: What is the procedure for changing company objectives (main objects in MOA)?
1. Pass a special resolution
2. File Form MGT-14 with revised MOA
3. Get ROC approval and updated Certificate of Incorporation
Q23: What is Compounding of Offence in ROC context?
It is a process to regularize non-compliances or violations by:
• Filing a compounding application
• Paying a compounding fee
• Avoiding criminal prosecution
Used for delays in filings, omissions, or statutory breaches.
Q24: Can a Private Limited Company file ROC forms without an Auditor being appointed?
No. Filing of AOC-4 (financials) requires an auditor's report.
If the company hasn't appointed an auditor, it must do so first via Form ADT-1.
Q25: What’s the limit of paid-up capital for OPCs and small companies for simplified ROC filings?
As of current provisions:
• Small Company: Paid-up capital ≤ ₹4 crore and turnover ≤ ₹40 crore
• OPC: No specific limit, but simplified forms like MGT-7A are applicable
Q26: What records must be maintained for ROC audit or inspection?
A company must keep:
• Statutory Registers (Members, Directors, Charges)
• Board & Shareholder meeting minutes
• MOA/AOA
• Financial statements and audit reports
• ROC forms & filing proofs
