Key ROC Compliances for Companies in India

• Company formation / Compliances
• ||
• September 10, 2025

With the “Ease of Doing Business” initiative, starting a business in India is much easier, but operating in this competitive world can be complicated. In such a challenging environment, maintaining data, keeping records, and managing compliance are the most significant tasks every company has to handle.

Have you also confirmed that your company complies with all the requirements? If you’re unsure, you should read this. Generally, compliance involves following the rules, policies, laws, or standards set by the Registrar of Companies (ROC) under the Companies Act, 2013.

These requirements are designed to promote transparency in the company’s legal and financial matters. Properly meeting compliance obligations helps businesses avoid penalties and stay legally operational within the Indian regulatory system.

This article will present a ROC compliance checklist for Indian companies to help them stay on track in fulfilling their legal obligations.

Understanding ROC

ROC refers to the Registrar of Companies, which plays a key role in ensuring that companies formed under the Companies Act, 2013, follow the legal standards for corporate governance and transparency. The ROC is an office located in states and union territories under the Ministry of Corporate Affairs.

Functions of ROC:

• It deals with the incorporation of companies
• It ensures that companies must file statutory documents, such as financial statements and annual returns, on a timely basis
• It maintains public records of companies, such as the MOA and AOA, which can be accessed through the MCA portal by the public
• It can investigate and act in cases of fraud and non-compliance

ROC acts as a guardian for companies, ensuring they remain compliant with regulations.

Who Needs to Adhere to ROC Compliance?

Every company registered under the Companies Act, 2013 (for example, private limited companies, public limited companies, including One Person Companies, Section 8 companies, and foreign companies with businesses in India) must submit mandatory filings and documents to the Registrar of Companies (ROC), a process known as ROC compliance.

If you are incorporating a company in India, incorporation alone is not enough; you must submit certain forms and returns to the ROC on a regular basis to maintain your active status in government records.

Key Compliances Under ROC

1. Annual Compliance Requirements

Annual compliances must be submitted on a yearly basis by every company registered under the Companies Act, 2013, regardless of its activities and turnover.

• Form AOC-4: Within 30 days of the annual general meeting (AGM) of the company, the filing of financial statements.
• Form MGT-7: Every company must file an annual return for its fiscal year within 60 days of holding the AGM.
• Form DIR-3 KYC: KYC of directors on or before September 30 of every year.
• Form DPT-3:Annual filing for deposits and exempted deposits (by June 30).
• Form BEN-2: Filing of Significant Beneficial Ownership declarations.
• Maintenance of Statutory Registers: Keep registers of members, directors, and other key information updated.
• Holding Board and Annual General Meetings (AGMs): Hold regular board meetings and the annual general meeting. The first board meeting must occur within 30 days of incorporation. All companies are required to hold at least four board meetings each year.

Here, “year” means calendar year, and not the financial year of the company. The gap between two consecutive board meetings shall not be more than 120 days.

2. Event-Based Compliance Requirements

These forms need to be filed when specific changes or corporate actions occur in the company. These forms need to be filed within the specified time after the event. Let’s understand these forms:

• Changes in Share Capital: There are specific procedures that must be followed when transferring or issuing shares within the company’s internal groups, including directors and employees. In the case of a change in authorized share capital, Form SH-7 must be filed with the ROC within 30 days of the change. For allotments of the company’s shares, the ROC must be informed by filing Form PAS-3.
• Change of Registered Office: Report any changes to the registered office address to the ROC.
• Appointment/Resignation of Directors: File forms like DIR-12 for changes in directorship.
• Appointment of Auditor:File Form ADT-1 to report theappointment of a new auditor within 15 days of appointment.

3. One-Time ROC Compliance

Certain compliances need to be filed only once during a company’s lifecycle, typically after incorporation or when new laws or regulations are introduced. The goal is to establish the company’s legal standing and meet any new compliance requirements. Let’s understand these forms:

• Form INC-20A: Declaration of commencement of business, mandatory for companies incorporated after 2019.
• Form INC-221: Active company tagging, identities, and verification (done once, as per MCA requirements).

4. Other Compliances

This broad category includes requirements under other statutes that are also mandatory for companies.

a. Income Tax Compliances:

• Advance tax – payment of a percentage of direct tax calculated on an estimated profit of the company on a quarterly basis
• Goods and service tax (GST) – monthly payment of indirect tax collected/deducted by the company
• Tax deducted at source (TDS) – TDS is to be paid monthly
• Tax returns – E-return must be filed for the taxes paid by the company on their respective due dates for both direct and indirect taxes

b. Filing of Tax Audit Report: The Company is required to conduct a mandatory tax audit if its turnover exceeds INR 1 crore in the previous year, provided it pays tax under the 44AD limit that exceeds INR 2 crore.

c. Statutory Audit of Accounts: For the purpose of filing the company’s audit report with the registrar, every company shall get its financial statements audited by a Chartered Accountant at the end of every financial year, compulsorily.

d. MSME Reporting: Report outstanding payments to Micro, Small, and Medium Enterprises (MSMEs) in Form MSME-1.

e. There are many more compliances that a company needs to fulfill, such as Certification of Tax compliances (Form 15CA/ Form 15CB), Transfer pricing, etc.

Penalties for Non-Compliance

Non-compliance with ROC requirements can lead to the following penalties: monetary penalties ranging from Rs 10,000 to several lakhs, depending on the default, disqualification of directors, prosecution in severe cases, and striking off the company’s name from MCA records.

Compliance Calendar

Here is the compliance calendar of key forms that you need to keep ready on your checklist for easy compliance:

What Do Businesses Need to Know?

While the compliance checklist and penalties may seem extensive, the MCA has provided certain relaxations for small companies and startups to reduce their compliance burden, such as simplified annual returns, exemptions from holding AGMs for private companies, and reduced filing requirements in some cases. However, the challenge is that many people are not aware of these relaxations and often end up filing their compliance incorrectly.

This is why professional guidance from a CA or CS becomes essential. They can help ensure that all ROC-related compliances are filed accurately and on time, allowing business owners to focus on growing their operations without unnecessary hassles.

Conclusion

ROC compliance is more than just a statutory obligation; it is a vital step in building a strong foundation for your company’s growth and reputation. By staying compliant, you avoid unnecessary legal hassles, build investor confidence, and ensure smoother business operations.

Since ROC compliance involves multiple forms, deadlines, and documentation, it is always advisable to seek professional guidance from Chartered Accountants (CAs), Company Secretaries (CSs), or compliance experts. This ensures that you don’t miss important due dates and that your company remains fully compliant under the Companies Act, 2013.

At Mercurius, We  serve a number of clients who need assistance for various regulatory compliances including setting up business in India, company formation in India, income tax return filling, bookkeeping, accounting, GST and auditing. If you require any guidance for any professional service, we are here to serve you! You can also book a free consultation with us!