Regulatory Compliance

⚖️ Regulatory Compliance

The concept of regulating business operations in India through legal compulsion has been developed into an integrated system that uses the Registrar of Companies (RoC), Regional Director (RD), and National Company Law Tribunal (NCLT). The RoC serves as the first point of contact for all company incorporations and maintains statutory records for all companies.

The RoC reviews annual returns and financial statements, conducts inspections, and may refer cases to NCLT for non-compliance. The RD provides approval for fast-track mergers and reviews schemes requiring NCLT approval. NCLT serves as the quasi-judicial authority for corporate disputes, mergers, restructurings, and bankruptcy matters.

Registrar of Companies (ROC)

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The Registrar of Companies (ROC) is an authority of the Ministry of Corporate Affairs (MCA) tasked with oversight of registered businesses and LLPs in India. ROC compliance promotes transparency, good corporate governance, and meets regulatory standards.

Annual Filing Requirements

AOC-4: Financial documents within 30 days after AGM
MGT-7/MGT-7A: Annual return within 60 days after AGM
DIR-3 KYC: Director KYC by 30 September
DPT-3: Deposit notification by June 30
BEN-2: Significant beneficial ownership details
Statutory Registers: Members, Directors, Charges
Board Meetings: Minimum 4 per calendar year

Event-Driven Compliance

INC-22: Change in Registered Office
DIR-12: Director appointment/resignation
SH-7: Changes in Share Capital
PAS-3: Allotment of Shares
ADT-1: Appointment of Auditors

One-Time Compliance

INC-20A: Declaration of Commencement
INC-22A (ACTIVE): Company verification filing

Other Regulatory Compliances

GST Returns
TDS Remittances
Income Tax Returns
Tax Audits (if required)
MSME Reporting (if required)

Regional Directorate (RD)

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Regional Directorates oversee ROC operations and ensure Companies Act 2013 implementation. They perform regulatory oversight, adjudication, and approval functions delegated by Central Government.

Key RD Powers

Rectify company names (Sec. 16)
Approve registered office relocation (Sec. 13(4))
Reduce share capital (Sec. 66)
Approve auditor removal (Sec. 140)
Revoke Section 8 licenses (Sec. 8(6))
Rectify charge registration delays (Sec. 87)

Fast Track Mergers (Section 233)

RD approves without NCLT involvement
Requires 90% shareholder approval
Requires 90% creditor value approval
Reviews ROC & Official Liquidator reports
Ensures scheme fairness to stakeholders

National Company Law Tribunal (NCLT)

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NCLT plays a critical quasi-judicial role in enforcing corporate compliance under Companies Act 2013 and IBC 2016. It handles restructuring, governance disputes, and insolvency resolution.

Key NCLT Functions

Oppression & Mismanagement (Sec. 241-244)
Merger & restructuring approvals (Sec. 230-232)
Cross-border mergers oversight
Corporate Insolvency Resolution (IBC)
Restoration of struck-off companies (Sec. 252)

NCLT Powers

Rectification of registers
Corporate investigations
Document seizure & preservation
Summons & examinations under oath
Imposition of penalties & fines

NCLT orders must be filed with RoC via INC-28 within 30 days for legal effect and public record updates.

Regulatory Compliance