Roc Compliance for Private Limited Company

In India, all companies, including private limited ones, must follow rules set by the Ministry of Corporate Affairs (MCA) to avoid penalties. These rules are enforced by the Registrar of Companies (RoC), which handles company registration, compliance, and management. Staying compliant with RoC regulations is important to keep the business running smoothly, build trust, and avoid legal troubles or penalties that could harm the company's growth and reputation. This blog provides a detailed guide on RoC compliance for a private limited company.

What is RoC Compliance?

RoC (Registrar of Companies) Compliance means following the legal rules that every company registered under the Companies Act, 2013 must meet each year. These rules are filed with the Registrar of Companies (RoC), a part of the Ministry of Corporate Affairs (MCA). In India, the RoC keeps track of the records of PVT LTD companies and other corporations. This grants that businesses operate legally and stay updated.

RoC compliance ensures that companies regularly share key details about their finances, management, and activities. This builds trust, promotes good governance, and keeps companies accountable. Whether a private limited company is active or inactive, it must follow these rules every year, no matter its size or earnings.

According to Section 129 and Section 137 of the Companies Act, 2013, all companies must prepare and file their financial statements and annual returns. These documents must be submitted to the RoC within the prescribed timeline and format.

Key RoC Compliance Requirements for Private Limited Companies

Private Limited Companies in India must follow the rules set by the Companies Act, 2013, and the Ministry of Corporate Affairs (MCA). Staying compliant with the Registrar of Companies (RoC) helps businesses avoid fines, maintain their legal status, and build trust with customers, investors, and other stakeholders.

Here are the key RoC Compliance Requirements for private limited companies: 

1. Filing of Annual Return (Form MGT-7)

According to Section 92 of the Companies Act, 2013, every private limited company must file its Annual Return with the RoC by submitting Form MGT-7. This must be done within 60 days after holding the Annual General Meeting (AGM). The return includes important details like the company’s structure, shareholding pattern, and information about directors and shareholders. Filing is compulsory, even for inactive companies.

2. Filing of Financial Statements (Form AOC-4)

Every business is required by Section 137 of the Companies Act of 2013 to submit its financial statements on Form AOC-4 to the RoC. The deadline for completing this submission is 30 days following the AGM.This form includes the balance sheet, profit and loss account, cash flow statement, auditor’s report, and board’s report.

Every business is required by Section 137 of the Companies Act of 2013 to submit its financial statements on Form AOC-4 to the RoC. Within 30 days following the AGM, this filing needs to be finished.

3. Conduct of Annual General Meeting (AGM)

According to Section 96 of the Companies Act, 2013, every company must hold an Annual General Meeting (AGM) within six months after the financial year ends. For newly formed companies, it should be within nine months of closing the first financial year. The AGM is held to approve accounts, declare dividends, and appoint or reappoint auditors. Only one-person companies (OPCs) are exempt from this requirement.

4. Maintenance of Statutory Registers and Records

As per Section 88 of the Companies Act, 2013, private limited companies must maintain updated registers for members, directors, key managerial personnel (KMPs), and charges. These records must follow the prescribed formats given in the Companies (Management and Administration) Rules, 2014. Failing to maintain these registers can result in heavy penalties.

5. Auditor Appointment and Filing (Form ADT-1)

According to Section 139 of the Companies Act, 2013, companies must file Form ADT-1 to inform the RoC about the appointment or reappointment of an auditor. This filing must be done within 15 days of the auditor’s appointment at the AGM. The auditor is subject to ratification and has a five-year term.

6. DIN KYC for Directors (Form DIR-3 KYC)

Each director holding a DIN (Director Identification Number) must update their KYC details annually by September 30th using Form DIR?3 KYC or its web version. Missing this deadline can lead to a Rs. 5,000 penalty, so filing on time is crucial to staying compliant.

7. MSME Form 1 (Half-Yearly Return)

Whenever a company owes payments to MSMEs for over 45 days, it must file the half?yearly MSME Form I. This return, submitted twice a year for April–September and October–March, transparently reports any delayed payments to micro and small enterprises. This ensures fair treatment and building trust with suppliers.

8. Filing of Board Resolutions (Form MGT-14)

Certain board resolutions such as changing the company name, issuing new shares, or approving financial statements must be filed with the RoC (Form MGT?14) within 30 days of passing. Private companies enjoy exemptions under MCA notifications and reduce paperwork. This promotes accountability, openness, and sound governance.

9. Commencement of Business Certificate (Form INC-20A)

Form INC-20A must be submitted by businesses formed after November 2, 2018, within 180 days after their registration. This form declares that the company has received the subscription money from its shareholders.

10. Disclosure of Significant Beneficial Ownership (SBO)

Companies are required to identify individuals who hold a significant beneficial interest of 10% or more and report them by filing Form BEN-2. This must be done within 30 days of receiving the declaration from the Significant Beneficial Owner (SBO).

Event-Based ROC Compliance for Private Limited Company

Here is the list of event-based RoC compliance for private limited companies:

1. Change in Company Name

To change a company's name, you must first apply for name approval using the RUN (Reserve Unique Name) form after passing the special resolution, file Form MGT-14 within 30 days. Then, submit Form INC-24 to seek approval from the Central Government for the name change.

2. Change in Registered Office Address

If a company changes its registered office address, it must file Form INC-22 within 30 days. If the move is across different RoC jurisdictions, approval through Form INC-23 is also needed.

3. Increase in Paid-Up Share Capital (New Allotment of Shares)

When a company allows new shares to increase its paid-up capital, it must file Form PAS-3 within 15 days. For preferential allotments, filing a board resolution through Form MGT-14 is also required.

4. Appointment or Resignation of Director/KMP

Whenever there is an appointment or resignation of a Director or Key Managerial Personnel (KMP), the company must file Form DIR-12 within 30 days. The director's approval (DIR-2) is required for appointments. A resignation letter and acknowledgment are required for resignations.

5. Alteration of Memorandum of Association (MoA) or Articles of Association (AoA)

If the company changes the memorandum or association articles, it must be submitted within 30 days of the transfer of the special solution for the MGT-14.

6. Creation, Modification, or Satisfaction of Charges

When a company creates, modifies, or fully repays a charge on its assets, it must file the necessary forms. CHG-1 is used for creating or modifying charges within 30 days, and CHG-4 is for satisfaction of charges after repayment. If delayed, condonation through Form CHG-8 is required.

7. Shifting of Registered Office from One State to Another

If a company wants to shift its registered office from one state to another, it must first file Form INC-23 to get RD approval. Once approved, Form INC-22 must be filed within 30 days. Newspapers must also publish a notice to the public.

8. Declaration of Beneficial Ownership

Companies must file Form BEN-2 within 30 days after receiving Form BEN-1 from the beneficial owner, as part of compliance.

9. Filing Resolutions for Important Corporate Actions

The company must file MGT-14 within 30 days of the end of a material decision. This includes providing paid capital and reserves, loans or securities, or approval of transactions of related parties beyond the set limits.

Penalties for Non-Compliance

Non-compliance with RoC (Registrar of Companies) requirements whether for annual filings, event-based filings, or regulatory orders can attract serious monetary penalties, late fees, disqualifications, and even prosecution under the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has implemented a "penalty regime" focused on promoting voluntary compliance through higher monetary fines rather than court proceedings.

Here are the key penalties for Non-Compliance:

1. Delay in Filing Annual Return (Form MGT-7 / MGT-7A)

If a company delays filing its Annual Return (Form MGT-7 or MGT-7A), it must pay Rs. 100 per day. The maximum penalty can reach Rs. 5 lakh each for the company and its officers under Section 92(5) of the Companies Act, 2013.

2. Delay in Filing Financial Statements (Form AOC-4)

When a company fails to file its financial statements using Form AOC-4 on time, a penalty of Rs. 1,000 per day is charged. The maximum penalty amount is Rs. 10 lakh for the company and According to Section 137(3) of the Companies Act of 2013, each accountable officer is entitled to Rs. 5 lakh.

3. Non-Appointment of Auditor (Form ADT-1)

If a company fails to appoint an auditor by filing Form ADT-1, it can face a penalty between Rs. 25,000 and Rs. 5 lakh. Officers who violate this rule could face fines ranging from Rs. 10,000 to Rs. 1 lakh.

4. Non-Intimation of Director Appointment/Resignation (Form DIR-12)

If a company fails to inform the RoC about a director’s appointment or resignation by filing Form DIR-12, it faces consequences. Both the company and the responsible officer must pay a fixed penalty of Rs. 50,000.

5. Non-Maintenance of Significant Beneficial Owner (SBO) Register (Form BEN-2)

Companies who neglect to file Form BEN-2 and maintain the Significant Beneficial Owner (SBO) registry may be fined between Rs. 1 lakh and Rs. 10 lakh. Continuous non-compliance is subject to an extra Rs. 1,000 per day.

6. Failure to Create/Register Charge (Form CHG-1)

A corporation may be fined between Rs. 1 lakh and Rs. 10 lakh if it does not create or register a charge and file Form CHG-1. Fines for officers can range from Rs. 25,000 to Rs. 1 lakh.

7. Not Filing Special Resolutions (Form MGT-14)

A company suffers a penalty of Rs. 1 lakh + Rs. 500 per day (up to Rs. 25 lakh) if it does not file special resolutions using Form MGT-14. According to Section 117(2), officers may be penalized Rs. 50,000 plus Rs. 500 each day, up to a maximum of Rs. 5 lakh.

8. Director Disqualification for Non-Filing of Returns for 3 Years

If a director fails to file returns for three consecutive years, they become disqualified from acting as a director for five years. Their Director Identification Number (DIN) remains inactive until compliance is restored, as per Section 164(2).

1. Company Strike Off by RoC for Prolonged Non-Compliance

The RoC may strike off a corporation under Section 248 if it does not comply for an extended period. Directors are still in charge of any outstanding financial or legal obligations.

10. Adjudication of Penalties by MCA Officers

Companies must use the MCA system to pay penalties as a result of adjudication orders issued under Section 454. They have to file Form INC-28 after making payment. The 2014 Companies (Adjudication of Penalties) Rules govern these regulations.

Benefits of Staying RoC Compliance

Here are the importance of RoC Compliance:

1. Legal Recognition and Status Maintenance: Filing all required documents with the RoC compliance on time helps a company keep its "Active" status on MCA records. It also prevents the risk of being labeled as "Dormant" or "Struck Off."
2. Avoidance of Heavy Penalties and Legal Action: Regular filings prevent monetary penalties, disqualification of directors, adjudication proceedings, and prosecution under the Companies Act, 2013.
3. Improved Company Credibility and Trustworthiness: Investors, banks, government agencies, and business partners often check RoC records before making financial or strategic decisions.
4. Access to Financial Assistance and Funding: Banks and NBFCs require updated RoC filings (such as financial statements) before approving loans, grants, or credit facilities.
5. Protection of Directors and Key Officers: Following compliance rules properly helps directors avoid personal liabilities or disqualification under Section 164 of the Companies Act. It helps to keep their position and reputation safe.
6. Enabling Smooth Corporate Actions: Activities like mergers, acquisitions, and foreign investments require a full compliance history as per MCA scrutiny norms.
7. Corporate Governance and Transparency: Filing regularly with the RoC shows that a company follows good corporate governance practices. This helps build greater trust among the public, investors, and regulatory authorities.
8. Eligibility for Government Tenders and Contracts: Proof of RoC compliance through recent filings such as MGT-7, AOC-4, and financial audits is required for many government tenders.

Suggested Annual Compliance Calendar

How Professionals Can Help

Given the complexity and frequency of RoC compliance, it’s advisable to hire a professional compliance service provider. These experts assist in:

• Timely preparation and filing of forms
• Maintaining statutory registers and minutes
• Offering compliance reminders
• Avoiding hefty penalties through proper documentation

Conclusion    

Every private limited company must adhere to RoC in order to maintain its legal status, financial transparency, and reputation. Timely adherence protects companies from penalties, fosters investor confidence, and supports smooth operations. Following RoC regulations strengthens governance, safeguards directors, and builds a foundation for long-term corporate growth and sustainability.

For expert assistance in RoC filings, reach out to trusted legal and compliance partners who can streamline the process and ensure peace of mind throughout the financial year. If you want to register a private limited company, contact Online Legal India. They have experts to guide you.

Frequently Asked Questions (FAQs)

1. Is RoC compliance mandatory for all private limited companies?

Yes, all private limited companies must adhere to RoC compliance, regardless of their turnover or whether they conducted business during the financial year.

2. What happens if a company fails to file RoC forms on time?

Delayed filings attract a late fee of ?100 per day per form and may lead to legal action, including disqualification of directors and strike-off of the company.

3. What is the difference between MGT-7 and MGT-7A?

MGT-7 is for general private limited companies, whereas MGT-7A is a simplified version applicable to small companies and One Person Companies (OPCs).

4. Do dormant companies need to comply with RoC filings?

Yes, even dormant companies are required to file certain RoC forms annually, such as MGT-7A and AOC-4, to maintain their legal status.

5. Can RoC compliance be completed online?

Yes, all RoC filings are submitted online through the MCA portal using Digital Signature Certificates (DSC) and Director Identification Numbers (DIN).

6. How can I track the due dates for RoC compliances?

Maintain a compliance calendar or engage a professional service provider to ensure timely filings and avoid missing deadlines.

7. What documents are required for annual RoC compliance?

Key documents include financial statements, board and auditor reports, shareholding details, DSC, DIN, and board resolutions.