Every company registered under the Companies Act, 2013 must file statutory returns and disclosures with the Registrar of Companies (ROC) every year. These compliances ensure legal validity, transparency, and smooth operations of the company.
This guide covers all updated annual filings, event-based compliances, special situations, due dates, and a summary table for easy reference.
1. What is ROC Compliance?
ROC compliance refers to the timely filing of annual returns, financial statements, statutory disclosures, and forms related to company events such as appointment of directors, share allotment, and alteration in company structure.
Every type of company is required to comply:
Private Limited
Public Limited
OPC
Section 8 Company
Producer Company
Nidhi Company
2. Annual ROC Compliances for All Companies
These are mandatory every financial year regardless of turnover or business activity.
2.1 Auditor Appointment – Form ADT-1
Filed after appointing or reappointing the statutory auditor for 5 years.
Due Date: Within 15 days of AGM.
2.2 Filing of Financial Statements – AOC-4 Series
Types:
AOC-4 (standalone)
AOC-4 CFS (consolidated)
AOC-4 XBRL (XBRL applicable companies)
Due Date: Within 30 days of AGM.
2.3 Filing of Annual Return – MGT-7 / MGT-7A
MGT-7: All companies except OPC & small companies
MGT-7A: OPC and small companies
Due Date: Within 60 days of AGM.
2.4 Director KYC – DIR-3 KYC / DIR-3 KYC-WEB
Mandatory for every DIN holder.
Due Date: 30 September every year.
Penalty: ₹5,000 if not filed.
2.5 Half-Yearly MSME Return – MSME-1
Applicable if payments to MSME suppliers exceed 45 days.
Due Dates:
For April–September: 30 October
For October–March: 30 April
2.6 Return of Deposits / Loans – DPT-3
Mandatory for reporting:
Loans
Deposits
Advances
Money received but not considered deposits
Due Date: 30 June every year.
2.7 Commencement of Business – INC-20A
Applicable only for new companies.
Due Date: Within 180 days of incorporation.
3. Event-Based ROC Compliances
These forms must be filed whenever a company performs specific actions.
3.1 Appointment or Resignation of Director – DIR-12
Also for:
Change in designation
Appointment/resignation of KMP
Due Date: Within 30 days.
3.2 Share Allotment – PAS-3
Filed for allotment under:
Private placement
Rights issue
Bonus issue
Preferential allotment
Due Date: Within 30 days of allotment.
3.3 Increase in Authorised Share Capital – SH-7
Filed after shareholder approval.
Due Date: 30 days from resolution.
3.4 Private Placement Filings – PAS-4 & PAS-5
PAS-4: Offer letter
PAS-5: Record of private placement
PAS-3 to be filed after allotment.
3.5 Change in Registered Office
Within same city – INC-22
Within same ROC jurisdiction – INC-22
From one ROC to another – INC-23 + INC-28
Due Date: Within 30 days.
3.6 Alteration of MOA/AOA – MGT-14
Required for:
Change in name
Change in objects
Change in authorised capital (if applicable)
Alteration of Articles
Borrowing approvals
Section 186 approvals
Due Date: 30 days from passing resolution.
3.7 Creation/Modification of Charge – CHG-1
Due Date: Within 30 days.
3.8 Satisfaction of Charge – CHG-4
Filed within 30 days from date of satisfaction.
3.9 Auditor Resignation – ADT-3
Filed when the auditor resigns before completing the term.
3.10 Significant Beneficial Ownership – BEN-2
Filed when beneficial ownership (10% or more) exists.
4. Special ROC Compliances
4.1 Dormant Company Filings
MSC-1: Application for dormant status
MSC-3: Annual filing by dormant companies
4.2 Conversion Filings
Private to Public / Public to Private – INC-27 + MGT-14
OPC to Private / Private to OPC – INC-6
4.3 Strike Off of Company
Voluntary strike-off – STK-2
ROC-initiated – STK-1, STK-5, STK-7
4.4 Compounding Applications
GNL-1 used for compounding and clarifications.
5. Documents Required for ROC Compliance
Annual financial statements
Board meeting minutes
AGM minutes
Special resolutions
Registers (Directors, Members, Charges)
List of shareholders
Auditor’s report
Director’s report
KYC documents
Bank statements for DPT-3
6. Penalties for Non-Compliance
Late filing fees: ₹100 per day for major forms
DIN deactivation for non-filing DIR-3 KYC
Disqualification of directors
Additional monetary penalties on company and officers
Possible ROC strike-off
Challenges in obtaining loans and approvals
7. ROC Compliance Checklist (Quick View)
Prepare financial statements
Conduct board meetings
Hold AGM
File ADT-1
File AOC-4
File MGT-7 or MGT-7A
File DPT-3
File MSME-1 (if applicable)
Complete DIR-3 KYC
Complete event-based filings
Maintain statutory registers
8. Summary Table of ROC Compliances (Easy Understanding)
| Compliance Type | Form | Purpose | Due Date | Applicable To |
|---|---|---|---|---|
| Auditor Appointment | ADT-1 | Appointment/Reappointment of auditor | 15 days from AGM | All Companies |
| Financial Statements Filing | AOC-4 / CFS / XBRL | Filing of annual financials | 30 days from AGM | All Companies |
| Annual Return | MGT-7 / MGT-7A | Annual return filing | 60 days from AGM | All Companies |
| Director KYC | DIR-3 KYC / WEB | Verify DIN holder’s KYC | 30 September | All Directors |
| MSME Return | MSME-1 | Dues over 45 days | 30 April & 30 October | Companies with MSME dues |
| Deposits/Loans Return | DPT-3 | Annual return of deposits/loans | 30 June | All Companies |
| Commencement of Business | INC-20A | Declaration to start operations | 180 days from incorporation | New Companies |
| Director Appoint/Resign | DIR-12 | Appointment or resignation | 30 days | All Companies |
| Share Allotment | PAS-3 | Report of allotment | 30 days | All Companies |
| Private Placement | PAS-4 / PAS-5 | Offer letter & records | As applicable | Applicable Companies |
| Authorised Capital Increase | SH-7 | Authorised capital modification | 30 days | All Companies |
| Change in MOA/AOA | MGT-14 | Filing of special resolution | 30 days | All Except OPC |
| Registered Office Change | INC-22 / 23 / 28 | Change of office address | 30 days | All Companies |
| Charge Creation | CHG-1 | Creation or modification | 30 days | All Companies |
| Charge Satisfaction | CHG-4 | Closure of charge | 30 days | All Companies |
| SBO Reporting | BEN-2 | Beneficial owner reporting | 30 days | Relevant Companies |
| Dormant Company | MSC-1 / MSC-3 | Dormant application & return | As applicable | Dormant Companies |
| Strike Off | STK-2 | Voluntary strike off | Anytime | Eligible Companies |
| Conversion of Company | INC-6 / INC-27 | Conversion filings | As applicable | Applicable Companies |
Conclusion
Timely ROC compliance ensures the company remains legally active, financially transparent, and operationally credible. This guide covers every annual, event-based, and special compliance requirement applicable to companies under the Companies Act, 2013, providing a complete reference for business owners, professionals, and compliance managers.
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