ROC Compliance Health Check — Company Audit & Cleanup

Overview

Ask most directors whether their company is ROC-compliant and you will get one of three answers: "yes" (often wrong), "I think so" (usually wrong), or an honest "I have no idea." The MCA portal holds the truth, but it does not volunteer it — the filing history is scattered across master data screens, SRN statuses, charge indexes, and director records that no founder checks until a bank, an investor, or a notice forces the issue.

A ROC compliance health check is the structured answer to that uncertainty. It is a complete diagnostic of your company's standing under the Companies Act, 2013: every filing the law required, matched against every filing actually made; every director's KYC status; every charge on the company's assets and whether it was satisfied; the deposit, SBO, and MSME trails; and the registered office position. The output is not a vague "you have some gaps" — it is a specific list of what is missing, what each missing item costs to fix, and the order in which to fix them.

This page explains what the check covers, how it is done, what the common findings are, what remediation looks like, and what it costs. If you have ever wondered whether your company would survive a lender's MCA verification or an investor's due diligence, this is where you find out.

Is a health check right for your company?

Get a health check if:

• You are unsure whether all ROC filings are current — the most common and most honest reason
• The company changed accountants, company secretaries, or compliance vendors and no one did a proper handover
• You are approaching a funding round, bank loan renewal, or acquisition — all three involve MCA due diligence
• The company had years with no business activity and filings may have been skipped as "not needed"
• You received any MCA notice, STK-1 strike-off notice, or director disqualification communication
• Directors changed, the registered office moved, or charges were created or repaid without the paperwork being verified

You probably do not need one if:

• A professional already runs your annual compliance on a retainer and you receive filing acknowledgements every year — though even then, a periodic independent check catches handover gaps
• The company was incorporated this financial year and has had no events yet — there is little history to check

Consider these instead: If you already know specific filings are missing, you may want backlog cleanup directly. If the company will never operate again, strike-off or dormant status may be the better conversation.

Active vs dormant vs defaulter — the three statuses that decide your risk

Every company on the MCA register sits in one of three practical positions. Knowing which one you are in determines everything about cost and urgency.

Active and compliant. Filings are current, directors' KYC is valid, charges are properly recorded and satisfied where repaid. The MCA record is clean. This is the only position from which lenders, investors, and counterparties draw no adverse inference. The job here is maintenance — keep the calendar running.

Dormant. Section 455 allows a company with no significant accounting transaction to apply for dormant status via Form MSC-1. A dormant company files a simplified annual return (MSC-3), holds minimal meetings, and pays lower fees — but it stays alive on the register and can be reactivated. Dormant is a deliberate, filed status: it is chosen, not drifted into. It is the right answer for "we are pausing for a few years but the entity has value." It is not available to companies with pending litigations, outstanding public deposits, or certain regulated businesses.

Defaulter. This is not a filed status — it is what the MCA record shows when filings are missing. The consequences escalate on a fixed timetable: additional fees compound daily from day one; after two financial years of missing filings the Registrar can initiate strike-off under Section 248(1); after three consecutive years of missed financial statements and annual returns, every director is disqualified under Section 164(2) for five years. The critical point: a "defaulter" company can be brought back to "active and compliant" at any time by filing everything belatedly. The law provides no point of no return — only a growing bill.

| | Active | Dormant (Sec 455) | Defaulter | |---|---|---|---| | How you get there | File everything on time | Apply via MSC-1 | Miss filings | | Annual filings | Full (AOC-4, MGT-7) | Simplified (MSC-3) | Overdue, fees compounding | | Board meetings | 4 per year (2 for small cos) | Minimal | Still legally required | | Strike-off risk | None | None | After 2 FYs of gaps | | Director disqualification | None | None | After 3 FYs of gaps | | Reactivation cost | — | Application + fees | Backlog filing + additional fees |

The honest triage: if the company will operate again within a few years, dormant status beats drifting into default. If it will never operate again, strike-off beats both. Default is never the right answer — it is simply what happens when no decision is made.

The additional-fee trap — what ₹100 a day really costs

The Companies (Registration Offices and Fees) Rules impose an additional fee of ₹100 per day per form for delayed filings, with no maximum cap. Everyone has read that sentence. Almost no one has done the arithmetic.

One form, one year late: ₹100 × 365 = ₹36,500.

Two core forms (AOC-4 + MGT-7), one year late: ₹73,000.

Two core forms, two years late: ₹1,46,000.

Two core forms, three years late: ₹2,19,000 — and at three years, every director is also disqualified under Section 164(2).

Add a missed DIR-12 here, a late MGT-14 there, and a two-year-old company's total additional-fee bill routinely crosses ₹2 lakh before professional fees enter the picture. The government fee for filing these forms on time would have been a few thousand rupees.

Three things make this trap worse than it looks:

It compounds silently. There is no notice, no reminder, no demand. The MCA system simply calculates the fee when you eventually file. Companies discover the number at the worst possible moment — during a funding round or a bank renewal.

It applies per form, not per year. AOC-4 and MGT-7 are separate forms with separate clocks. ADT-1, DIR-12, and MGT-14 each carry their own additional fees. The bill is the sum of every form's delay, not a single penalty.

It sits on top of adjudication penalties. The additional fee is what you pay to file late. Sections 92(5) and 137(3) separately provide penalties of ₹10,000 plus ₹100 per day of default (capped at ₹2 lakh for the company, ₹50,000 for officers) that the adjudicating officer can impose. Paying the additional fee does not immunise the company against adjudication.

The practical conclusion: the cheapest day to file a missed return was its due date; the second-cheapest day is today. Every day of waiting adds ₹100 per form, and no amnesty scheme in recent memory has waived additional fees already accrued.

Advantages of a proper health check

You learn the truth before a lender or investor does

Banks verify MCA filing status before renewing credit facilities. Investors run MCA checks in the first week of due diligence. Discovering your own gaps before they do is the difference between a managed cleanup and a failed transaction.

The cleanup gets sequenced correctly

Backlog remediation has a mandatory order — you cannot file MGT-7 for FY 2023-24 before the financial statements for that year exist, and you cannot hold a valid AGM without proper notice and minutes. A health check produces the sequence; without it, companies file things in the wrong order and create fresh defects while fixing old ones.

Director disqualification gets caught in time

Section 164(2) disqualification is the consequence directors least expect and most fear. A health check that finds two missed years is an emergency with a clear remedy; a check that finds three is a damage-limitation exercise. The difference between the two is measured in weeks.

Hidden charges surface before they block a deal

Unsatisfied charges on the index — loans repaid years ago but never closed with CHG-4 — routinely block share transfers, fresh borrowings, and acquisitions. The health check reviews the charge index line by line.

Dormant vs strike-off becomes a real decision

Many companies drift toward strike-off when dormant status or a clean strike-off application would have served them better. The health check frames the actual options with costs, instead of letting indecision choose default.

The registered office position gets verified

Section 12 requires a registered office capable of receiving communications, and the Registrar can physically verify it under Section 12(9). Companies that moved offices without filing INC-22 — or that never had a real office — carry a quiet risk the check exposes.

It creates the baseline for ongoing compliance

A health check ends with the company current and a calendar running. The one-time diagnostic converts into routine maintenance — which is dramatically cheaper than the next cleanup.

What the health check covers — the full checklist

Corporate identity and status:

• CIN, company name, class, category, and ROC jurisdiction on master data
• Current status flag — active, dormant, struck off, under liquidation, amalgamated
• Date of incorporation and whether INC-20A (commencement of business) was filed

Annual filing history (last 3–5 years):

• AOC-4 filings — which financial years are filed, which are missing, SRN status of each
• MGT-7/MGT-7A filings — same year-by-year mapping
• Whether AGMs were actually held (minutes exist) for each year claimed
• ADT-1 trail — is the current auditor's appointment on record?

Director compliance:

• Every director's DIN status — active, deactivated, or flagged
• DIR-3 KYC position — current under the triennial regime (next due 30 June 2028)
• Section 164(2) exposure — has the company missed three consecutive years?
• DIR-12 trail — do the directors on record match the directors in fact?

Charges:

• Index of charges — every charge ever created
• Satisfaction status — repaid loans with no CHG-4 filed are flagged for closure
• Modification history — enhanced limits properly recorded via CHG-1

Capital and shareholding:

• Authorised vs paid-up capital on record vs in the books
• Shareholding pattern consistency across MGT-7 filings
• Any unresolved share-transfer or transmission paperwork

Beneficial ownership and deposits:

• BEN-2 trail — significant beneficial owners declared within 30 days of changes
• DPT-3 trail — filed each 30 June where applicable; exempted receipts properly classified

Supplier and event filings:

• MSME Form 1 — filed half-yearly where the company is a specified company
• MGT-14 trail — special resolutions filed within 30 days

Registered office:

• INC-22 filed for the current address; address consistent across filings
• Practical readiness for physical verification

The health check process — step by step

Step 1 — MCA record extraction

We pull the company's master data, filing history, charge index, and director records from the MCA portal — the same public sources a lender or investor would check. This is the factual baseline; everything else is measured against it.

Step 2 — Document collection from the company

Board minutes, AGM minutes, financial statements, auditor appointment letters, share certificates and transfer deeds, loan and charge documents, lease deeds for the registered office, and the statutory registers. Gaps in this collection are themselves findings.

Step 3 — Year-by-year filing reconciliation

For each of the last three to five financial years: was the AGM held? Were AOC-4 and MGT-7 filed? Was ADT-1 filed? Was DPT-3 required and filed? The output is a simple grid — green, amber, red — per year per filing.

Step 4 — Director and KYC verification

Each director's DIN status and KYC position is verified. Resigned directors still showing on record, active directors with lapsed KYC, and mismatches between the register and reality are all documented.

Step 5 — Charge and SBO review

The charge index is reconciled against the company's actual borrowings. Repaid charges without satisfaction filings are listed for CHG-4. The beneficial ownership position is checked against the SBO Rules' thresholds.

Step 6 — The gap report

A written report: every gap, the section it violates, the consequence of leaving it, and the cost of fixing it — additional fees computed to the day, professional scope for each item.

Step 7 — The remediation plan

The gaps sequenced into a filing order with realistic timelines: which AGMs to hold, which audits to complete, which forms to file in which order, and what the MCA record will show at the end. The plan distinguishes "must fix now" (disqualification and strike-off risks) from "fix in sequence" (ordinary backlogs).

How long does it take?

| Situation | Typical timeline | |---|---| | Clean company, verification only | 3–5 working days | | One year of missed filings | 2–4 weeks | | Two years of missed filings | 4–8 weeks | | Three or more years, reconstruction needed | 8–12 weeks | | Charge satisfactions involving banks | Add 2–4 weeks (bank NOC timelines) |

The binding constraint is almost always record reconstruction — financial statements have to exist before AOC-4 can be filed, and audits take the time audits take. Filing itself is fast; preparation is the work.

Fees and packages

Diagnostic fee. The health check itself — record extraction, reconciliation, gap report, remediation plan — is a fixed-fee engagement scoped to the company's age and complexity.

Remediation. Priced from the gap report: per filing, per year of backlog, plus government additional fees computed transparently. You approve the remediation estimate before any filing begins — there are no surprise bills because the gap report itemises everything first.

What drives cost: number of backlog years, whether audits need to be conducted fresh, number of events (director changes, charge satisfactions, share issues), and whether bank NOCs are needed for charge closure.

How ComplyKart helps

Independent diagnostic. We run the full checklist against your MCA record and your internal documents, and give you the gap report in plain language — what is missing, what it violates, what it costs, what happens if it stays missing.

Sequenced remediation. Backlog cleanup in the right order: audits before AGMs, AGMs before filings, filings before certifications. We manage the sequence so each step validates the next.

Filing execution. Every overdue and current filing — AOC-4, MGT-7, ADT-1, DIR-12, MGT-14, DPT-3, BEN-2, MSME-1, CHG-4 — prepared, signed, filed, and tracked to approval.

Charge closure. Coordinating with lenders for no-dues certificates and filing CHG-4 satisfactions so the charge index reflects reality.

Dormant or strike-off advice. Where the company should not continue as an active filer, we lay out the dormant-vs-strike-off decision with honest costs instead of defaulting to endless backlog filing.

Ongoing calendar. Once current, the company moves onto a managed annual calendar with reminders — so this is the last cleanup you ever need.

What we will not do: We will not fabricate AGM minutes or backdate resolutions to make late filings look timely — MCA timestamps make this detectable, and it converts a civil default into a fraud exposure. We will not advise ignoring the backlog because "no one checks" — lenders and investors check as a matter of routine. And we will not file anything without the underlying records; a filing without books behind it is a fresh defect, not a fix.

What happens after the check

If the company is clean: You get a confirmation report and the annual calendar starts. Most clients in this position never need another diagnostic — the calendar prevents the gaps from recurring.

If gaps are fixable: The remediation plan executes over the agreed timeline. At the end, the MCA record shows current filings, the directors are clear of disqualification risk, and the charge index is accurate. We re-verify every item against the portal before closing.

If the company should not continue: The report says so plainly, with the dormant and strike-off routes costed. There is no commercial interest in selling years of backlog filing to a company that should be closed — the advice has to be honest or it is worthless.

30 days after remediation: All filings show approved on the portal; director KYC current; charges accurate.

6 months after remediation: The company has completed one full cycle on the managed calendar — the first AGM-to-filing sequence run cleanly, proving the system works.

Recurring compliance

A health check is a point-in-time diagnostic; compliance is continuous. After remediation, the company needs the annual calendar running — AGM, AOC-4, MGT-7, ADT-1, DPT-3, MSME-1, triennial KYC, and event-based filings as they occur. We recommend a light re-verification annually (a few hours, confirming the year's filings landed correctly) and a full diagnostic only when something structural changes — new auditors, new directors, a funding round, or a change of compliance vendor.

Common mistakes

Assuming "no business" means "no filings." An active company owes the full annual calendar regardless of turnover. Zero revenue does not mean zero compliance.

Checking only the last year. Gaps compound — a company that missed FY 2022-23 usually missed the years around it too. The check must go back at least three years.

Trusting the previous consultant's word. "Everything is filed" is verified against the MCA portal, not against assurances. Handover gaps are the single most common source of backlogs.

Forgetting the directors' personal exposure. Section 164(2) disqualification and DIN deactivation follow the individual. Directors check the company's status; they rarely check their own.

Closing charges informally. Repaying a loan without filing CHG-4 leaves the charge live on the index — blocking future borrowings and failing every due-diligence check.

Treating the MCA portal as the whole truth. The portal shows filings; it does not show whether AGMs were validly held, whether registers are maintained, or whether the SBO position is correctly assessed. The internal records matter as much as the portal.

Sources

• Companies Act, 2013 — Sections 12, 77–87, 90, 92, 96, 137, 139, 164(2), 170, 248, 252, 455
• Companies (Registration Offices and Fees) Rules, 2014 — additional fee provisions
• Companies (Appointment and Qualification of Directors) Rules, 2014 — Rule 12A (DIR-3 KYC)
• LLP Act, 2008 — Sections 34, 35
• MCA portal services — View Company/LLP Master Data, View Index of Charges, View Public Documents

Verification register

| # | Claim | Source | Checked | |---|---|---|---| | 1 | Additional fee ₹100/day/form, no cap | Companies (Registration Offices and Fees) Rules, 2014 (as amended) | 2026-10-12 | | 2 | Two-year AOC-4 + MGT-7 backlog ≈ ₹1.46 lakh additional fees (worked math) | Computed from ₹100/day × 730 days × 2 forms | 2026-10-12 | | 3 | Sec 164(2): 3 consecutive FYs of missed filings disqualify directors for 5 years | Sec 164(2), Companies Act 2013 | 2026-10-12 | | 4 | Sec 248(1): ROC may initiate strike-off after 2 FYs without filings | Sec 248(1) | 2026-10-12 | | 5 | Sec 252: NCLT restoration within 3 years; 20-year window for company/members/creditors | Sec 252 | 2026-10-12 | | 6 | Dormant status via MSC-1; simplified MSC-3 annual return | Sec 455; Companies (Miscellaneous) Rules | 2026-10-12 | | 7 | DIR-3 KYC triennial since 31-3-2026; next due 30-6-2028 | G.S.R. 943(E); standing correction | 2026-10-12 | | 8 | CHG-4 satisfaction filing; 30-day standard window, 300-day outer limit with fees | Sec 82–83; Companies (Registration of Charges) Rules | 2026-10-12 | | 9 | Sec 12(9): Registrar may physically verify registered office | Sec 12(9) | 2026-10-12 | | 10 | INC-22 within 30 days of registered-office change | Sec 12(2) | 2026-10-12 | | 11 | MCA accepts belated filings at any time; no point of no return | MCA filing system; practice position | 2026-10-12 | | 12 | Adjudication penalty Sec 92(5)/137(3): ₹10,000 + ₹100/day; caps ₹2L/₹50K | Companies Act 2013 | [NEEDS VERIFICATION — confirm caps against current text] | | 13 | LLP Form 11 (30 May) / Form 8 (30 Oct); ₹100/day/form no cap | Secs 34–35, LLP Act | 2026-10-12 | | 14 | BEN-2 within 30 days of SBO change | Sec 90; SBO Rules | 2026-10-12 | | 15 | DPT-3 due 30 June; NIL not required; govt cos/banks/NBFCs/HFCs exempt | Rule 16, Deposit Rules; taxguru analyses | 2026-10-12 | | 16 | MSME Form 1 half-yearly: 31 Oct / 30 Apr | Sec 405 Order, 22-1-2019 | 2026-10-12 | | 17 | STK-1 notice precedes Registrar-initiated strike-off | Rule 7, Removal of Names Rules | 2026-10-12 | | 18 | MCA master data / charge index / public documents are the verification sources | MCA portal service catalogue | 2026-10-12 | | 19 | Small companies: 2 board meetings/year; MGT-7A | Sec 173; Sec 92 | 2026-10-12 | | 20 | INC-20A within 180 days of incorporation | Sec 10A | 2026-10-12 |

Schema markup plan

Service + FAQPage (20 questions) + HowTo (7 steps) + BreadcrumbList + GovernmentService. HowTo steps map to the health check process section; FAQPage carries all 20 FAQs verbatim.