ROC compliance audit: a Companies Act health check for Indian companies

Annual ROC compliance calendar

From March 31, 2026, directors file DIR-3 KYC once every three financial years instead of every year, but must update their mobile number, email or address within 30 days of any change. Our DIN eKYC service handles this.

Event-based filings that are often missed

• Share allotments: PAS-3 within 30 days of allotment, plus FEMA reporting for shares issued to the US parent
• Director changes: DIR-12 within 30 days of appointment or resignation
• Charges: CHG-1 within 30 days of creating or modifying a charge for a loan
• Resolutions: MGT-14 within 30 days for resolutions the Act specifies
• Significant beneficial owners: BEN-2 after receiving declarations from individuals who ultimately control the company
• Registered office: INC-22 for a change of address
• Commencement of business: INC-20A within 180 days of incorporation for companies with share capital

Statutory registers and minutes

Registers are where many companies fall short, because they are not filed anywhere until someone asks for them. We check:

• Register of members and share transfers
• Register of directors and key managerial personnel, and their shareholdings
• Register of charges
• Register of loans, guarantees, security and investments
• Register of contracts with related parties and directors' interests
• Minutes of board, committee and general meetings, signed and kept as the secretarial standards require
• Directors' disclosures of interest and declarations of non-disqualification

Board meetings and resident director

• A first board meeting within 30 days of incorporation
• At least four board meetings a year, with no more than 120 days between two meetings; small companies and OPCs need one in each half of the year
• Board meetings can be held by video conference, which suits boards with directors in the US
• At least one director must have stayed in India for at least 182 days in the financial year, under section 149(3)

Dematerialisation of shares for private companies

Private companies other than small companies must issue securities only in dematerialised form and help existing holders dematerialise their shares. The deadline for existing companies was extended to June 30, 2025. After that, shares can be issued, bought back or transferred only in demat form, and holders must dematerialise before transferring. A small company here means a private company with paid-up capital of up to ₹4 crore and turnover of up to ₹40 crore.

Wholly owned subsidiaries of US companies are not small companies, because the definition excludes subsidiaries, so the requirement usually applies. Our dematerialisation service handles the ISIN and depository steps.

FEMA reporting for foreign-owned companies

Companies with foreign shareholders have a second set of filings with the Reserve Bank of India, which the ROC review should cross-check:

• Form FC-GPR within 30 days of issuing shares to a foreign investor
• Form FC-TRS for transfers between residents and non-residents
• The annual FLA return by July 15
• Downstream investment reporting where the company invests in other Indian companies

Our FDI filing team handles these, and gaps can often be regularised through late submission fees or compounding.

LLP compliance at a glance

Compliance for branch and liaison offices

A US company operating in India through a branch office or liaison office, rather than a subsidiary, is a foreign company under the Companies Act. It files its own forms with the Registrar, including annual accounts of the Indian business in Form FC-3 and an annual return in Form FC-4, and the office's activities are reported to the RBI through an annual activity certificate. These filings sit alongside income-tax returns and, where turnover crosses the limits, a tax audit.

What non-compliance costs

• Additional fees of ₹100 per day of delay for each late AOC-4 and MGT-7
• Penalties on the company and its officers under the relevant sections, decided through adjudication
• Disqualification of directors if financial statements or annual returns are not filed for three continuous financial years
• Risk of the company being struck off the register for long periods of non-filing
• Delays in fundraising, bank loans and due diligence, when investors find gaps

Most gaps can be fixed by filing late with additional fees, or through compounding for more serious defaults. The earlier they are found, the cheaper they are to fix. LLPs have their own calendar, covered by our LLP compliance service.

Fixing past non-compliance

1. List the gaps: compare the MCA filing history with what should have been filed
2. File late where allowed: most forms can be filed late with additional fees
3. Use schemes when available: the Ministry of Corporate Affairs announces settlement or condonation schemes from time to time that reduce fees
4. Compound serious defaults: compounding under section 441 or adjudication under section 454 for defaults that carry penalties
5. Restore directors: where directors were disqualified, take steps to reactivate DINs once filings are complete
6. Prevent repeats: set up a compliance calendar with owners and reminders

Our annual filings team can take over the calendar so the gaps do not return.