Types of ROC Compliance Obligations for Companies

Every company registered under the Companies Act, 2013 must comply with the Registrar of Companies (ROC) requirements. The basic obligations include maintaining statutory registers, holding board meetings, and filing annual returns. These apply regardless of whether the company is active or dormant.

The core annual compliance obligations are filing Form AOC-4 (financial statements) and Form MGT-7 (annual return) within prescribed timelines. For a private company, the annual return must be filed within 60 days of the annual general meeting. The financial statements must be filed within 30 days of the AGM. Failure to file these forms attracts additional fees and penalties under Section 137 and Section 92 of the Companies Act.

Companies must also hold at least four board meetings in a calendar year, with a maximum gap of 120 days between two meetings, as per Section 173. Minutes of these meetings must be recorded and maintained at the registered office.

Event-based ROC compliance obligations arise when specific changes occur in the company. These filings must be made within prescribed timelines from the date of the event.

Common event-based filings include:

• Change in directors: Form DIR-12 must be filed within 30 days of appointment, resignation, or removal of a director.
• Change in registered office: Form INC-22 is required within 30 days of shifting the registered office within the same city. Shifting to a different city requires special resolution and additional filings.
• Change in share capital: Form SH-7 must be filed within 30 days of any alteration in share capital.
• Charge creation or modification: Form CHG-1 must be filed within 30 days of creating or modifying a charge on company assets.

Each event-based filing has specific fees and documentation requirements. Late filings attract additional fees as per the Companies (Registration Offices and Fees) Rules.

The annual ROC compliance obligations for board meetings and directors are governed by Sections 173, 179, and 184 of the Companies Act. These requirements ensure proper governance and decision-making.

Every company must hold its first board meeting within 30 days of incorporation. Subsequent meetings must be held at least once every three months, with a maximum gap of 120 days between meetings. For one-person companies, small companies, and dormant companies, at least two board meetings are required in a year.

Directors must disclose their interest in other entities at the first board meeting of the financial year, as per Section 184. The board must also approve the annual financial statements, director's report, and auditor appointment. The director's report must include the company's financial summary, board composition, and compliance with applicable laws.

Companies must maintain several statutory registers under the Companies Act, 2013. These registers must be kept at the registered office and be available for inspection by members during business hours.

The key statutory registers include:

• Register of members (Section 88): Contains details of all shareholders.
• Register of directors and key managerial personnel (Section 170): Records details of directors, their DIN, and other particulars.
• Register of charges (Section 85): Records all charges created on company assets.
• Register of contracts with related parties (Section 189): Documents transactions with related parties.

These registers must be updated within 7 days of any change. Failure to maintain proper registers can result in penalties under Section 88 and Section 170. The registers must be preserved permanently, even after the company is dissolved.

Non-compliance with ROC compliance obligations attracts monetary penalties and, in serious cases, prosecution. The Companies Act, 2013 has significantly increased penalties compared to the previous Act.

For late filing of annual returns (Form MGT-7) and financial statements (Form AOC-4), the company must pay additional fees of ₹100 per day. If the delay exceeds 270 days, the company and its officers can be prosecuted under Section 92 and Section 137. The penalty for non-compliance with board meeting requirements under Section 173 is ₹25,000 for the company and ₹5,000 per defaulting officer.

For event-based filings, late fees range from ₹100 to ₹500 per day depending on the form. Persistent non-compliance can lead to the company being struck off from the register under Section 248. Directors of non-compliant companies may face disqualification under Section 164(2) for a period of five years.

Review your company's current compliance status against the obligations listed above. If you are unsure about any filing or requirement, consult a qualified company secretary or chartered accountant who can verify your records and assist with pending filings.

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This page provides preliminary information. It is not legal advice. For your matter, consult a qualified professional.