IN BRIEF

Event-based ROC filings are MCA forms triggered by something your company does, not by the calendar: share allotments, director changes, charges, auditor or managing director appointments and beneficial ownership declarations. Each carries a short window, from 15 to 180 days. DPT-3 and MSME Form I add fixed dates that companies also miss.

Annual filings sit on the calendar. Reminders arrive. Event-based filings behave very differently. Nothing appears on any calendar until the day your board does something — allots shares, appoints a director, takes a secured loan, changes an auditor. That act starts a clock of fifteen, thirty or sixty days. I have watched healthy, well-run companies collect penalties on filings they never knew existed. Not fraud. Not carelessness. Just clocks nobody heard ticking.

The short answer: ten filings cause most of the trouble — INC-20A, PAS-3, DIR-12, MGT-14, BEN-2, ADT-1, CHG-1, MR-1, DPT-3 and MSME Form I. Eight run from an event inside your company. Two run on fixed dates teams forget. Learn each trigger and half your ROC stress disappears.

1. INC-20A — your company has not legally started without it

Within 180 days of incorporation, every company with share capital must file Form INC-20A, the declaration of commencement of business under Section 10A. A director declares that every subscriber has paid for the shares they took. Until this is filed, the company cannot properly commence business or borrow, and delay invites penalties and strike-off action. Founders miss it because incorporation feels like the finish line. It is not. Diary day 150 when your certificate arrives. Read the detail in our INC-20A due date and penalty guide.

2. PAS-3 — shares allotted, fifteen days to tell the Registrar

Every time your company allots shares — to a founder topping up, an investor coming in, or an employee pool being issued — Form PAS-3, the return of allotment, must reach the Registrar within 15 days of the allotment. The board resolution alone does not complete the job. The filing does. Teams miss this because the fundraise celebration drowns the paperwork, and the allotment date gets remembered as the money date. It is neither. It is the date the board allotted the shares. Count fifteen days from it. Twice.

3. DIR-12 — a director joins, leaves or changes role

Appoint a director, accept a resignation, or change a designation, and Form DIR-12 must be filed within 30 days of the event. The trap is informality. A co-founder resigns over a phone call in March, the letter arrives in April, and everyone argues later about which date started the clock. Use the date the change takes effect, minute it, and file promptly. Banks and buyers read DIR-12 history during diligence. Gaps raise questions you would rather answer with documents than apologies.

4. MGT-14 — the resolution you passed but never filed

Certain board resolutions and all special resolutions prescribed under Section 117 must be filed in Form MGT-14 within 30 days of being passed. The meeting happens, the minutes get signed, and the filing falls between the company secretary, the CA and the founder. Each assumes another filed it. Nobody did. Build one habit and this problem dies: no meeting closes until someone names, out loud, which resolutions from that meeting need MGT-14 and by what date. Thirty days passes faster than anyone expects. Always.

5. BEN-2 — who really owns the company, declared in 30 days

When an individual holds, directly or through layers, 10% or more of your company or exercises real control over it, they declare that position to the company in Form BEN-1. Your company then files Form BEN-2 with the Registrar within 30 days of receiving that declaration, under Section 90. Holding structures and investor entities make this easy to overlook, and changes in the layers above your company can trigger a fresh filing even when your own share register never moved. Our BEN-2 significant beneficial owner guide walks through who counts and how the 30-day clock runs.

6. ADT-1 — the auditor's appointment has the shortest clock

Form ADT-1 tells the Registrar who your auditor is, and it must be filed within 15 days of the meeting at which the auditor is appointed. Fifteen days. That is the shortest window on this list, and it opens at the annual general meeting, exactly when the whole office is buried in annual filings. Put ADT-1 on the AGM checklist itself, not on a separate list someone opens in October. By October, the window has usually closed.

7. CHG-1 — you took a secured loan, so register the charge

Create a charge over your company's assets — for a term loan, a working capital limit, debentures — and Form CHG-1 must be filed within 30 days of the charge being created, under Section 77. An unregistered charge can be void against a liquidator and other creditors, so the bank's security weakens at the worst possible moment. Founders miss it because signing the loan agreement feels like the end. For the Registrar, it is the beginning. Modifications carry their own filings too.

8. MR-1 — a managing director's appointment, filed in 60 days

Where your company appoints a managing director, whole-time director or manager under Section 196, Form MR-1, the return of that appointment with its terms and remuneration, must be filed within 60 days of the appointment. Sixty days sounds generous. It is not, once approvals and remuneration papers start moving between advisors. Note the boundary. A chief executive, chief financial officer or company secretary travels through DIR-12 instead; MR-1 is for the roles named above. Companies find a missing MR-1 during diligence, years later.

9. DPT-3 — due every 30 June, even when you took no deposits

Form DPT-3 is the annual return of deposits and of money received that is not treated as a deposit — director loans, shareholder loans, other exempt borrowings. It is due by 30 June every year, reporting the position as on 31 March. Founders hear deposits, think "we never took any", and skip it. Then diligence finds director loans in the balance sheet with no DPT-3 ever filed. Think of DPT-3 as a yearly photograph of your borrowings. If money came in and stayed in, assume the form applies until your advisor confirms otherwise in writing.

10. MSME Form I — the half-yearly return nobody diaries

If your company owes micro or small suppliers beyond 45 days, you file MSME Form I every half year — by 30 April for October to March, and by 31 October for April to September — stating the dues and the reasons for the delay. No board event triggers this one. A payable simply ages past 45 days, unnoticed. Ask your accounts team every quarter: which small suppliers are we paying late? If the answer is any, the return is due. Pay on time and the form stays simple.

Notice the pattern. Annual filings are a calendar. Event filings are smoke alarms — silent for months, then urgent the moment something changes inside the house. The fix is boring and it works. Keep a one-page trigger list with your board papers, name one person who owns it, and review it at every board meeting. Two minutes. That ritual saves real money.

If a few of these filings are already overdue, talk to us. ComplyKart's ROC annual filing service covers the yearly cycle and the event-based filings around it, with every clock mapped to your company's dates. Share your recent board changes, and we will tell you plainly what is pending and what it will cost to fix.