What are the major compliance for unlisted companies in ROC

Jun 05,2025

What are the major compliance for unlisted companies in ROC?

In India, running a business is not just about creating a profit or developing the next big concept, but also ensured compliance with law. If you possess a company's registration either as a Private Limited Company, Unlisted Public Company, One Person Company (OPC) or as a Section 8 Company, you will be required to meet certain responsibilities or obligations each year in accordance with the law.

For Private Limited Companies, Unlisted Public Companies, One Person Companies (OPC) and Section 8 Companies the corporate compliance obligations prescribed under the Companies Act, 2013 to which are commonly referred to as ROC Compliance i.e. complying with the directions of the Registrar of Companies (ROC) under the Companies Act, 2013. Violating these obligations can have consequences like fine amount, trouble in securing funding or perhaps you can de-register your company from the register maintained by the government.

What Is ROC Compliance?

The ROC is part of the Ministry of Corporate Affairs (MCA) of the Government of India and their role to keep an eye on and maintain records of every registered company in India.

ROC Compliance includes all documents, reports and forms that are required to be filed with the ROC at any time, annually and upon the occurrence of certain events. ROC Compliance provides the MCA visibility of companies in India and the ability to regulate their business activities.

Who Must Comply?

If your company is registered under the Companies Act, then ROC compliance is your cup of tea. These include:

Private Limited Companies
Unlisted Public Companies
One Person Companies (OPCs)
Section 8 Companies (non-profits)

Whether you’re running a small startup or a mid-size enterprise, compliance is mandatory—no matter your size or turnover.

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:

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.

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.

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

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.

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.

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

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

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

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

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

What Happens If You Miss the Deadline

Punitive delays in ROC compliance dates have certain consequences, some of which are as follows:

₹100 form per day as a fine
Disqualification of directors to hold directorships
Striking of the company off the register of ROC
Problem in availing loans, funds, or investor trust
Tainted reputation and litigation

Do You Need to Hire a Compliance Specialist?

ROC filings may look simple at face value but soon become a nightmare—especially when you're not familiar with interpreting the jargon or deadline.

Engaging a Company Secretary or compliance professional will allow you to:
Enjoy a tailored compliance calendar
Not miss the filing deadline
Save on penalizing costs

It's a prudent choice that allows you to save time and have your business in good repute with the law.

Whether you’re running a tech startup, manufacturing unit, consultancy, or non-profit—compliance is not optional. Being ROC-compliant builds credibility, keeps legal risks at bay, and makes your company more attractive to investors and lenders.

With proper planning and expert assistance, ROC compliance is not a hassle at all. Stay ahead, file on time, and grow with confidence.

Need Guidance on ROC Compliance?

Our experts at SKMC Global are here to guide you. From creating a compliance tracker to doing all the filings—let us have it keep you compliant and worry-free. Book a free compliance health check today.