In the realm of business, compliance with regulatory laws is not just a formality: it is the upholding of transparency, accountability, and sustainability, at least over the years. For unlisted companies not traded on stock exchanges, compliance might seem to be lighter than those for listed entities. However, the companies are still rocking with a huge backbone built under the Companies Act, 2013, and regulated by the Registrar of Companies under the Ministry of Corporate Affairs.
Loss of time in filing particular returns or statutory disclosures will result in penalty and litigations. This blog will give a simpler version of the major ROC compliances with which the unlisted companies should comply, so that business owners, directors, and professionals will be kept informed and can avoid falling into regulatory traps.
What is an Unlisted Company?
An unlisted company is a company whose shares are not listed on any stock exchange. They are:
- Private Limited Companies
- Public Limited Companies (unlisted)
- One Person Companies (OPCs)
- Section 8 Companies (not-for-profit companies)
Although not governed by SEBI in the same way as the listed firms, they are required to adhere to the ROC regime under the Companies Act.
Why ROC Compliance is Necessary?
The ROC plays a significant role in ensuring that companies:
- Exercise financial prudence,
- Conduct business ethically,
- Make timely disclosures and updates and provide
- Protection of stakeholders' interests.
Compliance not only keeps legal matters at bay but also determines the image of a company among investors, lenders, and regulators.
Key Annual ROC Compliances for Unlisted Companies
Here’s a breakdown of the most important annual filings your company needs to take care of each year:
1. Form AOC-4 – Filing of Financial Statements
This form includes your company’s audited financials—Balance Sheet, Profit & Loss Statement, Director’s Report, and Auditor’s Report.
- Due Date: Within 30 days of your Annual General Meeting (AGM)
- Delay Penalty: ₹100/day without any cap
Tip: Get your audit done in advance so you have enough time to file without penalty.
2. Form MGT-7 – Annual Return
It has important company details—such as the current directors, shareholders, and shareholding pattern.
- Due Date: Within 60 days from the AGM
- Penalty: ₹100 per day of delay
Note: Ensure that this information is identical to your company registers at the time of submission.
3. Form MGT-7A – OPCs & Small Companies
This is the alternative of MGT-7 to be filed by:
- Companies with paid-up capital of ₹2 crore or below
- Companies with turnover of ₹20 crore or below
- Due Date: 60 days from AGM
4. Form ADT-1 – Appointment of Auditor
This form informs the ROC of your appointment (or reappointment) of an auditor, typically for five years.
- Due Date: Within 15 days of AGM
Tip: Even on reappointment of existing auditor, you are required to file this form.
5. Annual General Meeting (AGM)
All companies (apart from OPCs) are required to hold an AGM annually.
- Deadline: Within six months from the end of the financial year (typically by 30th September)
Event-Based ROC Filings
Apart from the annual filings, there are some events in your company that make ROC compliance requirement mandatory. These events are referred to as event-based compliances and must be filed as and when these events occur.
6. DIR-12 – Change in Directors or Key Personnel
File this when a director or key managerial individual has been appointed, resigned, or has shifted his job.
- Due Date: Within 30 days of change
7. PAS-3 – Allotment of Shares
Applicable if your company is issuing new shares—such as by FDI, employee stock options, or rights issue.
- Due Date: Within 15 days of allotment of shares
8. SH-7 – Change in Authorised Share Capital
Use this form if any modification is done in your company's authorised capital.
- Due Date: Within 30 days from the passing date of the concerned resolution
9. INC-22 – Change of Registered Office
You must submit this return if your business is moving the registered address.
- Due Date: Within 30 days of the change
10. CHG-1 / CHG-4 – Loan-Related Filings
- CHG-1: Reserved where taking the loan and charge imposed on assets
- CHG-4: Filed where loan is paid off
- Deadline: Within 30 days of creation/satisfaction of the charge
Default Penalties
Default in filing of ROC can attract monetary penalty, late fee, and disqualification of directors in certain cases. Late fee in the case of forms like AOC-4 and MGT-7 is ₹100 per day of delay with no limit to maximum recoverability.
Further, Repetitive default may also attract:
- Striking off the company by the ROC
- Blacklisting of directors
- Legal action and reputational harm to the business
Conclusion
While day-to-day business is draining, ROC compliance is necessary—it is the building block of a law-compliant and reputable company. Unlisted companies small or large or whose legal status depends on partners, directors, or shareholders must develop a culture of timely filings, proper disclosures, and in-house corporate governance. Having a Company Secretary (CS) or professional firm will quite significantly lighten the load and guarantee that no deadline will ever be missed.
With today's era of tough regulations, ROC compliance is not box ticking. It is about setting the foundations for ethical development and insulating the company and stakeholders from irrelevant legal exposure and liabilities. Stay compliant, stay ahead!