ROC Event-Based Compliance Documents and MCA Forms under the Companies Act, 2013

Apart from annual financial statements and annual returns, a company may have to file forms and supporting documents with the Registrar of Companies (ROC) whenever specified corporate events occur. These filings are governed principally by the Companies Act, 2013, the rules made under it and the applicable MCA webforms.

Common ROC event-based compliance forms

Shares and capital compliance

ROC compliance may arise when a company issues or allots shares or other securities, increases or otherwise alters its authorised share capital, consolidates or subdivides shares, converts shares into stock where legally permissible, or undertakes another capital action regulated by the Companies Act, 2013.

Allotment of shares or securities

An allotment can require filing of Form PAS-3 with details of the securities allotted and the persons to whom allotment has been made. The filing period and supporting requirements depend on whether the issue is a rights issue, preferential allotment, private placement or another permitted mode.

Alteration of share capital

Form SH-7 is the principal MCA form for giving notice to the Registrar of specified alterations of share capital. Depending on the transaction, alteration of the memorandum or articles and filing of a prescribed resolution may also be required.

A transfer of shares between existing holders does not automatically require an event-based ROC form merely because a transfer occurs. The company must, however, comply with the statutory transfer procedure, update its register of members and make disclosures or filings where another provision specifically requires them.

Alteration of memorandum or articles of association

Alteration of the memorandum of association or articles of association may require shareholders' approval and filing of the applicable resolution in Form MGT-14. Particular changes may also require a separate MCA application or filing. For example, a change of company name ordinarily involves name reservation and Form INC-24, while certain registered-office shifts require additional approval procedures.

Directors, KMP and statutory auditors

Directors and key managerial personnel

Appointment, resignation and prescribed changes concerning directors and key managerial personnel are generally reported through Form DIR-12. MCA's instructions state that particulars of appointment and changes in directors or KMP are to be filed with the Registrar within the prescribed period, generally 30 days from the appointment or change.

Managing director and whole-time director

Appointment or reappointment of a managing director, whole-time director or manager may involve Board and/or shareholders' approvals, DIR-12 and other prescribed filings depending on the circumstances, including compliance with sections 196 and 197 and Schedule V where applicable.

Statutory auditor

Appointment of an auditor is governed principally by section 139 and the Companies (Audit and Auditors) Rules, 2014. Form ADT-1 is used for the prescribed intimation of appointment. Resignation by an auditor involves separate statutory obligations, including filing by the auditor in the prescribed form where applicable.

Registered office, company name and corporate identity changes

A change in the situation or address of the registered office is generally reported in Form INC-22. If the shift involves a change in ROC jurisdiction or a shift from one State to another, additional applications, approvals and filings may be necessary.

A company seeking to change its name is generally required to follow the name-reservation procedure, pass the required resolution and file the applicable forms, including MGT-14 and INC-24, subject to the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014.

Loans, charges, investments and deposits

Creation, modification and satisfaction of charges

Where a company creates a registrable charge over its property or assets to secure borrowing or another obligation, the particulars are filed through the applicable charge form. CHG-1 is commonly used for creation or modification of charges other than those relating to debentures. When a registered charge has been fully satisfied, CHG-4 is used for reporting satisfaction.

Loans to directors and other persons

Loans, guarantees and security involving directors or persons connected with directors must be examined under section 185. Loans, guarantees, securities and investments by a company may also attract section 186. Board or shareholders' approvals, disclosures and maintenance of statutory registers may be required depending on the transaction.

Deposits and money received by a company

Money received from directors, members, shareholders or other persons must be classified carefully under sections 73 to 76 and the Companies (Acceptance of Deposits) Rules, 2014. A receipt is not treated as a deposit merely because of the relationship between the lender and the company; the statutory definition, exclusions, declarations and conditions must be checked. Form DPT-3 applies to companies and transactions covered by the prescribed return requirements.

Bank accounts

Merely opening or closing an ordinary company bank account or changing bank signatories is generally an internal banking and Board-authorisation matter and is not, by itself, a standard ROC event-based filing. An ROC filing may nevertheless arise if the underlying transaction separately creates, modifies or satisfies a registrable charge or triggers another provision of the Companies Act.

Resolutions, meetings and statutory records

Companies must maintain minutes of Board meetings and general meetings in accordance with the Companies Act, 2013 and applicable rules and secretarial standards. Attendance records, statutory registers and supporting corporate records must also be maintained for the periods prescribed by law.

Not every Board or shareholders' resolution is filed with the ROC. Form MGT-14 applies to the resolutions and agreements required to be registered under section 117 and other applicable provisions, subject to statutory exemptions.

Related-party transactions and remuneration

Contracts or arrangements involving directors, relatives or related parties may require compliance with sections 184 and 188, including disclosure of interest, Board or shareholders' approval where applicable, entry in statutory records and related disclosures. Managerial remuneration is governed principally by section 197, Schedule V and related rules for companies to which those provisions apply.

Conversion, amalgamation and restructuring

Conversion between certain company categories is undertaken through the prescribed MCA process. Form INC-27 applies to specified conversions, including private-to-public or public-to-private conversion and certain liability/category conversions, subject to statutory approvals.

Merger, amalgamation, arrangement, compromise, reconstruction and other restructuring transactions are governed by the applicable provisions of the Companies Act, 2013, including sections 230 to 240 where relevant. Such transactions may involve the National Company Law Tribunal, Regional Director, Central Government, ROC and other regulators depending on the route used.

Official MCA resources

Current forms, instruction kits and filing services should be checked on the official Ministry of Corporate Affairs portal before submission. The following official resources are particularly relevant:

Ministry of Corporate Affairs - official portal
Companies Act, 2013 - official MCA text
MCA Instruction Kit - Form PAS-3
MCA Instruction Kit - Form SH-7
MCA Instruction Kit - Form DIR-12
MCA Instruction Kit - Form MGT-14
MCA Instruction Kit - Form INC-22
MCA Instruction Kit - Form INC-24
MCA Instruction Kit - Form CHG-1
MCA Instruction Kit - Form CHG-4
MCA Instruction Kit - Form INC-27

This page provides general information on ROC event-based compliance and is not a substitute for checking the applicable provision, rule, notification, exemption and MCA webform for the particular company and transaction.