ROC & Company Law Matters

Compliance under the Companies Act, 2013 is a legal requirement, and even small lapses can lead to notices from the Registrar, penalties, prosecution or disqualification of directors. We represent companies, directors and officers in proceedings before the Registrar of Companies, adjudicating officers, Regional Directors and the National Company Law Tribunal, and fix the underlying compliance so the problem does not return.

What ROC litigation covers

Proceedings and actions started by the Registrar or other authorities for non-compliance with the Companies Act and its rules. Common triggers are late filings, incorrect disclosures, poor records, and breaches of directors' duties or governance rules. It needs a different approach from routine compliance, and experience with adjudicating officers, Regional Directors and the Tribunal.

Common causes

• Financial statements or annual returns not filed, or filed late
• Auditors or directors not appointed on time
• Related-party transactions without the required approvals
• CSR obligations not met
• Incorrect or misleading filings
• Directors disqualified because of continuing defaults
• Statutory registers not maintained
• Commencement of business declaration (INC-20A) not filed
• Notices or summons ignored

Left alone, these can lead to penalties, prosecution or the company being struck off.

Our services

Replies to notices

• Analysing notices and show cause notices from the Registrar
• Drafting replies with facts, explanations and supporting documents
• Resolving the matter at the earliest stage possible

Adjudication of penalties

Many defaults are now dealt with by in-house adjudication under section 454, where an adjudicating officer imposes a penalty instead of prosecution. We reply to the notice, attend the hearing, seek the lowest penalty permitted (including the reduced penalties for small companies, OPCs, startups and producer companies), and appeal to the Regional Director under section 454(5) within 60 days where needed.

Compounding of offences

For offences punishable with fine, or fine or imprisonment, compounding under section 441 avoids prosecution. We identify which offences can be compounded, prepare the application and represent you before the Regional Director or the Tribunal.

Director disqualification

• Reviewing the grounds of disqualification under section 164(2) (financial statements or annual returns not filed for three years)
• Applications to remove the disqualification, including by restoring and bringing the company's filings up to date
• Reactivating deactivated DINs

Restoration of struck-off companies

Applications to the Tribunal under section 252 to restore a company struck off by the Registrar, followed by filing of all pending returns.

Proceedings before the Tribunal

Petitions and applications before the National Company Law Tribunal, including restoration, oppression and mismanagement, and other company law matters, with advocates and practising professionals.

Rectifying past defaults

• Reviewing the company's filing history and identifying gaps
• Filing pending forms, using condonation or amnesty schemes when available
• Setting up a compliance calendar so defaults do not recur

Who we help

• Private and public limited companies
• One person companies
• Startups and MSMEs
• Directors and officers facing personal liability
• Indian subsidiaries of foreign companies

The cost of ignoring a notice

• Penalties on the company and every officer in default
• Prosecution
• Disqualification of directors from all their companies
• Damage to reputation with banks, investors and customers
• Disruption to business

Common questions

What is the difference between adjudication and compounding?

Adjudication under section 454 applies to defaults that carry only a penalty; the officer decides the penalty. Compounding under section 441 applies to offences that could lead to prosecution; paying the compounding fee ends the matter.

Can a disqualified director become active again?

Yes, once the period ends or the disqualification is removed, for example by restoring the company and filing all pending returns.

How long do we have to appeal an adjudication order?

60 days from receiving the order, to the Regional Director.