ROC And Corporate Secretarial Compliance Services
Every filing your company owes the Registrar of Companies, done on time and backed by proper board records.
Does This Sound Familiar?
- You are not fully sure which ROC forms are due this year, or whether last year's were filed
- Your AGM date slipped and the ₹100 a day late fee is still running
- Minutes, resolutions and registers sit in scattered folders, or were never prepared
- An investor, bank or buyer asked for compliance records and you had to scramble
- A director is worried about a deactivated DIN or disqualification
What ROC And Secretarial Compliance Means For Your Company
ROC compliance is the set of filings every company registered under the Companies Act, 2013 must make with the Registrar of Companies through the MCA portal. Some are yearly, like your financial statements and annual return. Others follow an event, like appointing a director.
Secretarial compliance is the paperwork behind those filings: board meetings, AGMs, minutes, resolutions and statutory registers. When the records are weak, the filings go wrong too.
A missed form rarely causes trouble on the day. It surfaces later, during a funding round, a bank loan or a sale, when fixing it costs far more.
“DIR-3 KYC is no longer annual. From 31 March 2026, directors file DIR-3 KYC Web once every three financial years, by 30 June, and must report any change in contact or address details within 30 days.”
Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, G.S.R. 943(E)
Our ROC Compliance And Secretarial Services
Most companies hand us all four parts on an annual retainer.
Others need help with just one, such as a share allotment or an overdue return.
I
Annual ROC Filing For Private Limited Companies
For companies that want every yearly ROC return filed correctly and before the due date.
The audit must finish before the AGM, and the AGM date sets the clock for every form that follows. We plan the sequence backwards from your deadlines.
- AOC-4: financial statements, within 30 days of the AGM
- MGT-7 or MGT-7A: annual return, within 60 days of the AGM
- ADT-1: auditor appointment, within 15 days of the AGM
- DPT-3: loans and deposits return, by 30 June
- MSME-1: half-yearly return on dues to micro and small suppliers
- DIR-3 KYC Web: tracking each director's three-year cycle
What you get: a clean filing record each year, planned well ahead of every due date.
II
Board Meetings, AGMs And Statutory Registers
For companies whose meetings happen, but whose records do not keep up.
In growing companies, decisions often happen on calls while the formal record is written months later, if at all. We run the secretarial calendar so every meeting is properly called, held and minuted.
- Board meeting scheduling within the 120-day gap rule, or the half-yearly rule for small companies
- Notices, agendas and drafting of board and shareholder resolutions
- Minutes prepared and signed within the time the Secretarial Standards allow
- AGM notice, Directors' Report and shareholder approvals
- Statutory registers of members, directors, charges and contracts
- Annual director disclosures in MBP-1 and DIR-8
What you get: a minute book and registers that hold up in an audit or due diligence.
III
Event-Based ROC Filings
For companies going through a change: new directors, new investors, new address or new borrowing.
Most event-based ROC filings are due within 30 days, and they are the ones companies forget. Tell us what changed and we handle the resolutions, the form and the registers.
- Director appointment, resignation or change in designation (DIR-12)
- Share allotment, including return of allotment (PAS-3)
- Increase in authorised capital (SH-7)
- Change of registered office (INC-22)
- Filing of special resolutions (MGT-14) and changes to the MoA or AoA
- Creation, modification and satisfaction of charges (CHG-1, CHG-4)
What you get: changes reported inside the deadline, with the paper trail to match.
IV
Compliance Health Check And Governance Advice
For founders and finance heads who need to know where the company stands before a funding round, loan or sale.
We check your MCA master data, past filings and records against what the law required, and give you a plain list of gaps with the cost of closing each.
- Year-by-year check of filings made, missed and filed late
- Review of minute books, registers and share records
- Check of small company status under the revised ₹10 crore and ₹100 crore limits
- Readiness for investor due diligence and secretarial audit
What you get: one clear picture of your compliance position, and a plan to fix it.
Behind On Filings? Getting Your Company Back On Track
The Companies Compliance Facilitation Scheme, 2026 closed on 31 August 2026, and Registrars are now acting against companies still in default. We clear the backlog in the right order and help you settle what can be settled.
Not sure how far behind you are? Talk to our ROC compliance team.
- Filing of overdue AOC-4, MGT-7 and ADT-1 forms with the additional fees worked out in advance
- Support with compounding and adjudication of past defaults
- Reactivation of deactivated DINs through DIR-3 KYC Web
- Dormant status or closure for companies that no longer trade
| Service | Best Suited For | How Often | What You Get At The End |
|---|---|---|---|
| Annual ROC Filing | Every active private limited company and OPC | Yearly, with half-yearly MSME-1 where needed | AOC-4, MGT-7 and related forms filed on time |
| Board Meetings, AGMs And Registers | Companies with weak or missing secretarial records | Ongoing, through the year | Complete minutes, resolutions and statutory registers |
| Event-Based ROC Filings | Companies adding directors, investors, capital or loans | As and when a change happens | Each change reported within its deadline |
| Compliance Health Check | Companies preparing for funding, lending or a sale | One-time review | A written gap list with costs and a fix plan |
| Regularisation Of Past Defaults | Companies that missed one or more years of filings | One-time clean-up | Backlog cleared and the company back in good standing |
Not sure which of these you need? Talk to our ROC compliance team.
Your ROC Compliance Calendar, Step By Step
A typical year of ROC compliance for a private limited company, assuming a 31 March year end.
1. First Year Set-Up
Hold at least four a year with no gap above 120 days. Small companies and OPCs need one in each half year.
Services: Board Meetings And Registers
2. Board Meetings
Hold the first board meeting and appoint the first auditor within 30 days of incorporation. File INC-20A for commencement of business within 180 days.
Services: Board Meetings And Registers, Event-Based Filings
3. Year-End Close
Finalise the accounts, complete the statutory audit, and file DPT-3 by 30 June and MSME-1 by 30 April and 31 October.
Services: Annual ROC Filing
4. AGM By 30 September
Approve the financial statements and Directors’ Report and appoint or ratify the auditor, within six months of the year end.
Services: Board Meetings And Registers
5. Post-AGM Filings
ADT-1 within 15 days, AOC-4 within 30 days and MGT-7 or MGT-7A within 60 days of the AGM.
Services: Annual ROC Filing
6. Changes During The Year
Report director, capital, address and charge changes within 30 days. Directors file DIR-3 KYC Web every third year by 30 June.
Services: Event-Based Filings, Compliance Health Check
Filings Built On Your Audited Numbers
As a Chartered Accountancy firm, we check your accounts and ROC forms side by side, so AOC-4 always matches the audit report.
Why Companies Choose B.B. Mathur And Company
Many providers file forms and stop there. We treat ROC compliance as part of your company’s financial health, linked to your audit, tax position and growth plans, handled by one team that knows your history.
Current With The 2026 Rule Changes
Triennial director KYC and the revised small company limits are already built into how we plan your year.
One Calendar, One Owner
Every client gets a written compliance calendar and a named person responsible for it. You hear from us before a deadline, not after it.
ROC Compliance FAQs
ROC compliance means filing the forms and returns that the Companies Act, 2013 requires a company to submit to the Registrar of Companies (ROC) through the MCA portal. It includes annual filings such as AOC-4 and MGT-7, director KYC, and event-based filings whenever something changes, such as a new director, a share allotment or a new registered office.
ROC compliance is the filing side: the forms that go to the Registrar. Secretarial compliance is the record side: holding board meetings and AGMs properly, drafting notices, minutes and resolutions, and keeping statutory registers up to date. The two depend on each other, because most ROC forms need a board or shareholder resolution behind them.
Every private limited company files its financial statements in Form AOC-4 within 30 days of the AGM and its annual return in Form MGT-7 (or MGT-7A for small companies and OPCs) within 60 days of the AGM. Depending on its position, it may also need ADT-1 for auditor appointment, DPT-3 for loans and deposits by 30 June, and half-yearly MSME-1 for dues to micro and small suppliers.
Late AOC-4 and MGT-7 filings attract an additional fee of ₹100 per day for each form, with no upper limit. Separate penalties can apply to the company and its officers. If financial statements or annual returns are not filed for three continuous financial years, the directors can be disqualified for five years under Section 164(2), and the company can be struck off.
No. From 31 March 2026, directors file DIR-3 KYC Web once every three financial years, by 30 June, instead of every year by 30 September. Contact or address changes must still be updated within 30 days. Directors who completed KYC for FY 2025-26 are next due between April and 30 June 2028.
Most companies must hold at least four board meetings a year, with no more than 120 days between two meetings. Small companies, OPCs and dormant companies need only one meeting in each half of the year, with at least 90 days between them. The first board meeting must be held within 30 days of incorporation.
Since 1 December 2025, a private company is a small company if its paid-up capital does not exceed ₹10 crore and its turnover does not exceed ₹100 crore. Holding and subsidiary companies and Section 8 companies are excluded. Small companies get lighter requirements, such as fewer board meetings and the shorter MGT-7A annual return.
Yes. A registered company has to hold its meetings and file its annual returns and financial statements even if it earned nothing during the year. If the company is not going to trade, applying for dormant status or closing it is usually cheaper than paying late fees every year.
In most cases, yes. Pending forms can still be filed with additional fees, and some defaults can be compounded or settled through adjudication. The one-time Companies Compliance Facilitation Scheme, 2026 closed on 31 August 2026, so the sooner a backlog is cleared, the lower the late fees and the risk of strike-off or director disqualification.
Have a question about your own company’s filings? Talk to our ROC compliance team.
Let Us Keep Your Company In Good Standing With The ROC
Send us your CIN. We will review your MCA filing history, tell you what is pending and share a calendar for the year ahead.
