ROC Compliance Calendar for Company Registration in India

Starting a company in India is a significant achievement, but it comes with ongoing responsibilities. One of the most crucial post-registration obligations is complying with the Registrar of Companies (ROC) requirements under the Companies Act, 2013. Failing to meet ROC compliance deadlines can lead to penalties, fines, and even the disqualification of directors. Hence, understanding the ROC Compliance Calendar is essential for every business owner and company director.

In this blog, you will learn everything about the ROC Compliance Calendar for Company registration in India.

What is ROC Compliance?

ROC Compliance refers to the set of legal obligations that companies registered in India must fulfill under the Companies Act, 2013. These obligations are overseen by the Registrar of Companies (ROC), which is a statutory authority operating under the Ministry of Corporate Affairs (MCA). The ROC is responsible for regulating and ensuring that companies and Limited Liability Partnerships (LLPs) comply with the statutory requirements of the Act.

Key Components of ROC Compliance

Here are the key components of ROC Compliance:

1. Annual Filings

• Financial Statements (Form AOC-4): Companies must submit their financial statements through Form AOC-4 within 30 days after holding their Annual General Meeting (AGM). This includes the balance sheet, profit and loss account, and any other related financial documents
• Annual Return (Form MGT-7): Companies are required to file Form MGT-7. This form includes important details, such as the registered office address, main business activities, and information about holding, subsidiary, and associate companies. The annual return must be submitted within 60 days after the Annual General Meeting.

2. Event-Based Filings

• Change in Directors or Key Managerial Personnel (Form DIR-12): Any appointment or resignation of directors or key managerial personnel must be reported within 30 days.
• Change in Registered Office (Form INC-22): Any change in the company's registered office address must be filed within 15 days.
• Allotment of Shares (Form PAS-3): Details of share allotments must be filed within 15 days of the allotment.

3. Director KYC (Form DIR-3 KYC)

Every director who has been assigned a Director Identification Number (DIN) is required to submit their KYC details each year by September 30th. Failure to complete this process will result in the deactivation of the DIN and the imposition of a penalty.

4. Return of Deposits (Form DPT-3)

Companies are required to file Form DPT-3 annually by June 30th. This form reports the details of deposits and other non-deposit receipts received by the company.

5. Commencement of Business (Form INC-20A)

Form INC-20A must be filed by companies incorporated after the Companies (Amendment) Ordinance, 2018. This form declares the commencement of business and must be submitted within 180 days of the company’s incorporation.

6. Maintenance of Statutory Registers

Companies must keep several statutory registers, including the register of members, directors, key managerial personnel, and charges, at their registered office. These registers are essential for ensuring transparency and compliance with legal requirements.

7. Holding Board and General Meetings

Companies are required to conduct regular board meetings and an annual general meeting (AGM) in accordance with the timelines outlined in the Companies Act, 2013. These meetings ensure compliance and facilitate decision-making processes.

8. Filing of Resolutions and Agreements (Form MGT-14)

Certain resolutions and agreements approved by the company must be submitted to the ROC within 30 days. This filing ensures legal compliance and proper documentation of the company’s decisions.

Why is ROC Compliance Important?

Here is the list of key reasons why ROC compliance is important:

• Legal Obligation and Statutory Requirement

As per the Companies Act, 2013, every registered company must submit certain forms and documents to the Registrar of Companies (ROC). These include annual returns, financial reports, and details about directors and shareholders. Failure to comply with these requirements can lead to penalties, fines, and even prosecution under the Act.

• Enhances Corporate Transparency and Accountability

Filing ROC documents regularly helps show a company’s financial condition, ownership details, and business activities. This information is useful for investors, lenders, and the public. Such transparency builds trust, supports smart decisions, and lowers the chance of fraud or mismanagement within the company.

• Prevents Corporate Frauds and Malpractices

The ROC plays an important role in identifying and preventing corporate frauds and malpractices. By monitoring compliance, the ROC can detect irregularities such as misrepresentation of financial statements, unauthorized share transfers, and non-disclosure of material information. This proactive approach helps in maintaining the integrity of the corporate sector.

• Facilitates Ease of Doing Business

A strong ROC compliance system helps create a supportive business environment by guaranteeing that companies follow legal rules and standards. When businesses stay compliant, it becomes easier to get licenses, approvals, and permits. This improves overall efficiency and supports the government’s goal of promoting ease of doing business in India.

• Protects Shareholder Interests

Timely and accurate filings with the ROC help protect shareholders by ensuring companies share clear and updated information. This transparency allows shareholders to understand the company’s activities, make smart investment choices, and hold the management responsible for their decisions and overall company performance.

• Ensures Director Accountability

Directors must ensure that the company follows all legal and regulatory obligations as required under the applicable laws. Non-compliance can lead to disqualification of directors, penalties, and legal actions. Therefore, ROC compliance reinforces director accountability and governance standards.

• Aids in Corporate Restructuring and Mergers

Accurate and up-to-date records maintained through ROC filings are essential during corporate restructuring, mergers, or acquisitions. They provide a clear picture of the company's financial position, liabilities, and obligations. This facilitates smooth transitions and negotiations.

• Contributes to National Economic Growth

A compliant corporate sector contributes to the overall economic stability and growth of the nation. By ensuring that companies operate within the legal framework, ROC compliance helps in maintaining a healthy economic environment. This attracts foreign investments and fosters sustainable development.

Common Event-Based Filings

According to the Companies Act, 2013, businesses registered in India must report specific changes or major events to the Registrar of Companies (ROC). These updates can involve changes in company structure, management, or operations. Such reports are called event-based compliances and differ from annual filings.

Here is the list of Common Event-Based Filings:

1. Change in Directors or Key Managerial Personnel

• Form DIR-12: Form DIR-12 must be filed within 30 days whenever there is an appointment, resignation, or change in the designation of directors or key managerial personnel. This ensures proper record-keeping and compliance with the Companies Act, 2013.

2. Change in Registered Office Address

• Form INC-22: Form INC-22 is required when the company shifts its registered office within the same city, town, or village. The form should be submitted within 15 days from the date of the change.
• Forms INC-23, INC-28, MGT-14, and INC-22: When a company shifts its registered office outside the local limits of a city, town, or village, it must file Forms INC-23, INC-28, MGT-14, and INC-22. These forms must be submitted in a specific sequence. Timely filing is essential for legal compliance.

3. Increase in Authorized Share Capital

• Form SH-7: Form SH-7 must be submitted within 30 days after passing a resolution to increase the authorized share capital. This ensures that the change is legally recognized and recorded.

4.  Allotment of Shares

• Form PAS-3: Form PAS-3 must be filed within 15 days of issuing new shares. It informs the ROC about the increase in the company’s paid-up capital, ensuring proper documentation.

5. Creation or Modification of Charges

• Form CHG-1: Form CHG-1 must be submitted within 30 days when a charge is created or modified on the company's assets. This form ensures that the details are officially recorded with the ROC.

6. Satisfaction of Charges

• Form CHG-4: Form CHG-4 must be filed within 30 days after fully repaying a loan or clearing a charge on the company's assets. This informs the ROC about the settlement and removal of the charge.

7. Change in Company Name

• Form INC-24: Form INC-24 must be submitted within 60 days after obtaining approval from the Central Registration Centre (CRC) for the company's new name. This ensures proper registration of the name change.

8. Appointment or Resignation of Statutory Auditor

• Form ADT-1: This form must be filed within 15 days after appointing a statutory auditor for the company.
• Form ADT-3: Form ADT-3 must be filed within 30 days after an auditor resigns from their position.

9. Disclosure of Significant Beneficial Ownership

• Form BEN-2: This form must be filed within 30 days of receiving Form BEN-1 from a significant beneficial owner, which outlines their interest in the company.

10. Maintenance of Books of Accounts at a Place Other Than Registered Office

• Form AOC-5: If a company decides to keep its books of accounts somewhere other than its registered office, it must file Form AOC-5. This form should be submitted within 7 days of passing the board resolution. It notifies the Registrar about the new location of the records.

11. Filing of Resolutions and Agreements

• Form MGT-14: Companies are required to file Form MGT-14 within 30 days after passing certain board resolutions or agreements. This helps the ROC stay updated with important company decisions.

12. Return of Deposits

• Form DPT-3: Companies must file this form annually by June 30th to report details of deposits and other non-deposit receipts.

Penalties for Non-Compliance

As per the Companies Act, 2013, the Ministry of Corporate Affairs (MCA) requires companies to submit specific filings to promote transparency, accountability, and responsible corporate governance. If a company or its officials fail to meet these legal obligations, they may face heavy penalties and legal consequences.

Here are the key penalties for non-compliance:

1. General Penalty Provisions

• Section 454(3)

Section 454(3) of the Companies Act, 2013 gives the Registrar of Companies (RoC) the authority to penalize companies for not following legal requirements. Penalties are decided based on the Companies (Adjudication of Penalties) Rules, 2014. For example, Easy Funds Finance Private Limited and its directors were recently fined Rs.6,74,200 by the RoC. The reason was their failure to submit annual returns and financial statements for the financial years 2020–21 and 2021–22, which is a serious non-compliance.

The penalty was determined based on how long the company remained non-compliant. The company was fined Rs. 50,000 initially, along with an extra Rs. 100 for each day the default continued. However, the total fine could not exceed Rs. 2 lakh for the company and Rs. 50,000 for each responsible officer.

• Section 454(8)

Section 454(8) of the Companies Act gives companies and their officers an option to settle certain legal violations by paying a fixed fee. This is called compounding of offences. It helps in resolving minor non-compliance matters faster and also reduces the burden on the courts and legal system.

2. Specific Penalties for Non-Compliance

• Section 137

Section 137 of the Companies Act requires companies to submit their financial statements to the Registrar of Companies (RoC) within 30 days of the Annual General Meeting (AGM). Failure to comply can result in hefty penalties. These penalties range from Rs. 1 lakh to Rs. 5 lakh for the company and Rs. 50,000 to Rs. 3 lakh for each defaulting officer.

• Section 92

Section 92 of the Companies Act mandates that companies file their annual return with the Registrar of Companies (RoC) within 60 days of the Annual General Meeting (AGM). Failure to meet this deadline can lead to penalties ranging from Rs. 50,000 to Rs. 5 lakh for the company, and Rs. 25,000 to Rs. 1 lakh for each officer responsible.

• Section 117

Section 117 of the Companies Act, 2013 mandates that every company must file certain resolutions and agreements with the Registrar of Companies (RoC) within 30 days of passing or making them. If a company does not comply with this requirement, it is liable to pay a penalty of Rs. 10,000. Additionally, for each day the delay continues, a fine ofRs. 100 per day is imposed. However, the maximum penalty is limited to Rs. 2,00,000 for the company and Rs. 50,000 for each responsible officer.

• Section 149

According to Section 149 of the Companies Act, every company must have at least the minimum required number of directors. If a company fails to comply, it faces a penalty of Rs. 50,000, with an additional Rs. 1,000 for each day the default persists.

• Section 134

Section 134 of the Companies Act requires companies to prepare and sign their financial statements. If a company fails to meet this obligation, it may face a penalty ranging from Rs. 1 lakh to Rs. 5 lakh, with officers in default liable for fines between Rs. 50,000 and Rs. 3 lakh.

3. Penalties for Non-Compliance by Small Companies and One Person Companies (OPCs)

Section 446B of the Companies Act, 2013 allows for lesser penalties to be imposed on One Person Companies (OPCs) and small companies. However, these entities are still obligated to meet all filing and compliance requirements as prescribed under the law. For instance, in a case involving BCL Homes Limited, the company was penalized Rs. 2 lakh for non-compliance with Section 117, despite being classified as a small company.

4. Consequences of Persistent Non-Compliance

• Striking Off the Company: The Registrar of Companies (RoC) can remove a company's name from the register if it fails to comply with regulatory requirements for an extended period. For instance, during a special drive, over 1.28 lakh companies were struck off the records for non-compliance. This highlights the importance of timely filings.
• Legal Action: If a company repeatedly fails to comply with regulations, the RoC may take legal action against both the company and its officers. This can lead to additional penalties and legal expenses.

Conclusion

The ROC Compliance Calendar plays an important role for newly registered companies in India. It helps them stay on track with legal deadlines set by the Companies Act, 2013. Timely filings prevent heavy penalties and build financial discipline along with legal clarity. Adhering to this compliance calendar helps establish credibility with regulatory bodies and instils confidence among stakeholders. This helps to support smooth and lawful business operations. If you want to manage your company compliance, contact Online Legal India. They have experts to assist you wherever you require.