NBFC ROC Compliance

NBFC ROC Compliance

Getting an NBFC licence is only step one. Every NBFC is still a company under the Companies Act, which means it must file annual returns, maintain statutory records, hold meetings, and report changes to the Registrar of Companies. Missing an ROC deadline can trigger late fees, notices, or even director disqualification.

We help NBFCs stay compliant, organised, and documentation-ready throughout the year.

What’s Covered

Annual Filings

  • Financial Statements filing in AOC-4

  • Annual Return filing in MGT-7/MGT-7A

  • DIR-3 KYC of directors

  • Auditor appointment or ratification (ADT-1)

Periodic & Event-Based Filings

  • Change in directors, registered office, shareholding, authorised capital, etc.

  • Return of deposits or exempt borrowings, if applicable

  • PAS-6 for share capital reconciliation (for demat companies)

  • MSME return, if applicable

  • Charge creation/modification satisfaction

Corporate Records & Governance

  • Drafting minutes for Board & shareholder meetings

  • Maintaining statutory registers and books

  • Compliance calendar and reminders

  • Support during MCA notices, queries, or inspections

Documents Usually Required

  • Audited financials and board reports

  • Shareholding structure and register updates

  • Minutes, resolutions, agreements, and disclosures

  • Director KYC documents and DIN details

  • Auditor appointment letters and certifications

Typical Compliance Timeline

  • Board meetings – at least quarterly

  • AGM – within prescribed statutory timelines

  • AOC-4 – within 30 days of AGM

  • MGT-7 – within 60 days of AGM

  • DIR-3 KYC – annually by due date

  • Event-based filings – usually 15–30 days from occurrence

(Deadlines may change based on MCA notifications.)

Why NBFCs Should Prioritise ROC Compliance

  • Prevents penalties, additional fees, and MCA scrutiny

  • Maintains director eligibility and DIN status

  • Smooth fundraising, due diligence, and investor onboarding

  • Protects corporate credibility and governance track record

  • Ensures alignment with RBI compliance and audits

Frequently Asked Questions

1. Do NBFCs have to file ROC returns even if they file with RBI?

Yes. RBI and ROC compliance are separate and both are mandatory.

 

2. Is statutory audit compulsory for an NBFC?

Yes, every NBFC must undergo an annual audit.

 

3. Does a newly incorporated NBFC also need ROC filings?

Yes, from the first financial year onward.

 

4. What if AGM is delayed?

You must seek extensions or risk penalties for delayed filings.

 

5. Are event-based forms important?

Yes. Any corporate change not reported on time attracts additional fees.