How to Respond to ROC Notice for Non Compliance in India

When a company receives a notice from the Registrar of Companies (ROC) for non compliance, the response must be accurate, timely, and backed by supporting documents. The ROC, operating under the Ministry of Corporate Affairs (MCA), issues these notices under the Companies Act, 2013 when a company fails to meet its statutory filing obligations. Whether the notice relates to overdue annual returns, missing financial statements, or director disqualification, the standard response window is 30 days from the date of receipt. This guide walks you through every step of the response process, from identifying the notice type to filing your reply on the MCA V3 portal and handling post-response follow-ups.

What Is an ROC Notice for Non Compliance?

An ROC notice is a formal written communication issued by the Registrar of Companies to a company or its officers when statutory compliance requirements under the Companies Act, 2013 are not met. The Registrar has the authority under Section 206 of the Companies Act, 2013 to call for information, inspect books and papers, and require companies to furnish explanations within a specified timeframe. These notices serve as the first step in enforcement proceedings and give the company an opportunity to rectify the default before penalties are imposed.

The ROC notice will always reference the specific section of the Act that has been violated, the nature of the default, the response deadline, and the consequences of non-response. Every notice carries a unique reference number that must be quoted in all correspondence. The notice is sent to the registered office address of the company as per MCA records and is simultaneously communicated to all directors whose DIN is associated with the company.

The ROC has jurisdiction over all companies registered under the Companies Act, 2013 within a defined geographic area. Each ROC office maintains a register of companies under its jurisdiction and monitors their filing compliance through the MCA V3 portal's automated tracking system. When a company misses a filing deadline, the system flags the default and the ROC office generates a notice. The notice is served through registered post to the company's registered office address and, in many cases, through email to the directors' registered email addresses on the MCA portal. Under the new ROC jurisdictions effective 2026, companies must verify which ROC office currently handles their compliance, as jurisdictional reassignments may have changed the responsible office.

Types of ROC Notices

The ROC issues different types of notices depending on the nature and severity of the non compliance. Understanding the specific notice type is critical because each one has different response requirements, penalty structures, and timelines.

Show Cause Notice (SCN) under Section 206(4)

A show cause notice under Section 206(4) of the Companies Act, 2013 requires the company or its officers to furnish information or provide an explanation within the time specified in the notice. This is the most common type of ROC notice and is issued when the ROC identifies a potential non compliance during routine inspection or data analysis. The company must explain why penal action should not be taken. The response period is typically 30 days, extendable by 15 days for sufficient cause under Section 454(3). The SCN specifies the exact nature of the alleged violation, the evidence or data the ROC relied upon, and the penalty provisions that apply. Your response must address each point raised in the SCN with documentary evidence supporting the company's position. If the SCN is based on incorrect data in the MCA system, provide certified copies of the correct filings as proof.

Strike-Off Notice (STK-7) under Section 248

An STK-7 notice is issued by the ROC under Section 248 of the Companies Act, 2013 when the Registrar has reasonable cause to believe that the company is not carrying on business or is not in operation. This notice is issued to companies that have not filed annual returns or financial statements for 2 or more consecutive financial years. The company gets 30 days to show cause why its name should not be struck off from the register. If the company fails to respond, the ROC publishes a notice in the Official Gazette and proceeds with strike-off. Once the company name is struck off, it ceases to exist as a legal entity, but the liability of directors and officers continues. Creditors and stakeholders can also object to the strike-off within the 30-day window. Companies that are actively operating but have filing gaps must respond to the STK-7 with proof of business activity, such as bank statements showing transactions, GST returns filed, income tax returns, or contracts executed during the relevant period. The response must clearly establish that the company is not defunct and the non-filing was an administrative oversight rather than cessation of business.

Penalty Notice under Section 450 and Section 454

Section 450 prescribes a default penalty of ₹10,000 where no specific penalty is mentioned elsewhere in the Act, with an additional ₹1,000 per day for continuing defaults, subject to a maximum of ₹2,00,000. Section 454 establishes the adjudication framework where the ROC acts as the Adjudicating Officer. The ROC issues a show cause notice, considers the company's response, and passes a penalty order. The penalty is imposed on both the company and the officers in default separately. The adjudication process under Section 454 follows the principles of natural justice, meaning the company has the right to be heard before any penalty is imposed. The Adjudicating Officer must consider the nature and gravity of the default, the financial condition of the company, whether the default was a first-time occurrence, and whether the company has taken corrective steps. The penalty order must be a reasoned, written order and must be communicated to the company within 30 days of the hearing.

Notice for Non-Filing of Annual Returns

Companies that fail to file Form AOC-4 (financial statements under Section 137) or Form MGT-7 (annual return under Section 92) within the prescribed due dates receive a specific non-filing notice. The penalty for late filing of AOC-4 is ₹100 per day of delay for the company, plus ₹100 per day for every officer in default. For MGT-7, the penalty is ₹100 per day up to a maximum of ₹5,00,000. These penalties accrue from the day after the due date until the actual date of filing.

Notice for Non-Maintenance of Registered Office

Under Section 12 of the Companies Act, 2013, every company must maintain a registered office capable of receiving and acknowledging communications. If the ROC sends correspondence to the registered address and it is returned undelivered, the ROC issues a notice for non-maintenance of registered office. The company must respond by filing Form INC-22 with the updated address or providing proof that the registered office is active and functional.

Notice for Director Disqualification under Section 164(2)

Section 164(2) of the Companies Act, 2013 disqualifies directors of companies that have not filed annual returns or financial statements for 3 continuous financial years. The disqualification period is 5 years from the date of the default. The ROC issues a notice to the directors informing them of the disqualification and deactivation of their DIN. Disqualified directors must first get the company's filings up to date and then apply for activation of DIN before they can act as directors in any company. The disqualification applies to all directorships held by the individual, not just the defaulting company. This means a director of 3 companies who defaults on filings for 1 company will be disqualified as director in all 3 companies. The DIN deactivation prevents the director from signing any forms on the MCA portal, creating a circular problem that requires shareholder intervention to resolve by appointing new directors.

Common Reasons Companies Receive ROC Notices

ROC notices are triggered by specific filing defaults or compliance gaps detected through the MCA's automated monitoring systems. Understanding the common triggers helps companies assess their exposure and take preventive action.

• Non-filing of annual returns (MGT-7): The most frequent trigger. Every company must file Form MGT-7 within 60 days of the AGM. Defaults are automatically flagged by the MCA system.
• Non-filing of financial statements (AOC-4): Financial statements must be filed within 30 days of the AGM. Companies that miss this deadline for 2 or more years receive STK-7 notices.
• Non-appointment or non-filing of auditor (ADT-1): Form ADT-1 must be filed within 15 days of the AGM when an auditor is appointed or reappointed under Section 139 or Section 140 of the Companies Act, 2013.
• Non-filing of DIR-3 KYC: Every director must file DIR-3 KYC annually by 30 September. Non-filing results in DIN deactivation, which blocks all MCA filings for the company.
• Inactive company status: Companies that have not carried out any business activity or filed any documents for 2 consecutive financial years are flagged as inactive.
• Non-commencement of business: Companies incorporated after November 2018 must file a declaration of commencement of business within 180 days. Failure triggers removal action.
• Discrepancies in MCA records: Mismatches between filed data and ROC inspection findings, such as incorrect director details, unauthorized share transfers, or discrepancies in paid-up capital records.
• Non-maintenance of statutory registers: Companies must maintain registers of members, directors, charges, and related party transactions. Non-maintenance attracts penalties under respective sections.
• Non-reporting of beneficial ownership: Under Section 90, companies must maintain a register of significant beneficial owners. Non-filing of BEN-2 form attracts penalties of ₹1,000 per day, and the ROC issues notices for companies that fail to report beneficial ownership changes.
• Charge registration defaults: Companies must register charges (borrowings, mortgages) with the ROC within 30 days of creation under Section 77. Failure to register a charge within the prescribed period (including the 300-day condonation window) attracts penalties and invalidates the charge against liquidators and creditors.

Step-by-Step Process to Respond to an ROC Notice

The response process follows a structured sequence. Each step builds on the previous one, and skipping any step weakens the overall response. Begin the process immediately upon receiving the notice to ensure you have adequate time within the 30-day window.

Step 1: Identify the Notice Type and Section

Open the ROC notice and locate the following information: the section of the Companies Act, 2013 referenced in the notice, the specific default described, the notice reference number, the date of issue, and the name of the ROC office. Cross-check the notice details against your company's filing records on the MCA V3 portal. Verify whether the alleged default is accurate or if it resulted from a system error. Note down the exact forms or filings that are overdue. Check the MCA portal's "View Signatory Details" section to confirm the current authorized signatories and their DIN status.

For example, if the notice references Section 137, it pertains to non-filing of financial statements via AOC-4. If it references Section 248, the ROC is considering strike-off of the company. If the notice cites Section 164(2), it relates to director disqualification. Each section has a distinct response strategy, so accurate identification is the foundation of an effective response. Create a compliance gap analysis listing every overdue form, the financial year it relates to, the number of days of delay, and the calculated late fee for each form. This analysis becomes the basis for your response and the cost estimate for rectification.

Step 2: Check the Response Deadline (Typically 30 Days)

The standard response period under Section 454(3) of the Companies Act, 2013 is 30 days from the date of receipt of the show cause notice. The ROC may grant an additional 15 days if the company shows sufficient cause for the extension. Calculate the exact deadline by counting 30 calendar days from the date the notice was received (not the date printed on the notice). If the notice was sent by registered post, the delivery date on the postal receipt is the starting point. For notices served electronically through the MCA portal, the date of upload to the company's MCA inbox is treated as the date of service.

Create a backward timeline: allocate 5 to 7 days for document preparation, 7 to 10 days for filing pending compliances, 3 to 5 days for drafting the response, and 2 to 3 days for review and filing. This ensures the response is submitted at least 3 to 5 days before the deadline to account for portal processing delays. If you need more time, file an application for extension of time within the original 30-day period, stating valid reasons such as the need to complete audits for multiple financial years or the unavailability of directors due to medical or travel reasons. The extension request is not guaranteed and depends on the ROC's discretion.

Step 3: Engage a Company Secretary or Legal Professional

Hire a practicing Company Secretary (PCS) or a corporate lawyer with experience in MCA compliance matters. The professional will:

1. Review the notice and verify the accuracy of the alleged defaults
2. Assess the total compliance gap and calculate all overdue filings
3. Estimate the penalty exposure based on the specific sections cited
4. Advise on the response strategy, including whether to contest or accept the default
5. Draft the formal reply letter and affidavit
6. File all pending forms on the MCA portal before the response deadline
7. Represent the company at the ROC hearing if required

Professional fees for ROC notice response range from ₹5,000 for simple single-form defaults to ₹25,000 or more for complex multi-year non compliance involving multiple forms and sections.

Step 4: Prepare the Reply with Supporting Documents

The formal reply must be structured as a point-by-point response to each allegation or observation in the ROC notice. Use the company letterhead and include:

• Company details: Name, CIN, registered office address, and date of incorporation
• Notice reference: Notice number, date, and section cited
• Point-by-point response: Address each default mentioned in the notice with factual explanations
• Corrective actions taken: List all filings made, fees paid, and compliance gaps rectified since receiving the notice
• Mitigating factors: First-time default, small company, genuine hardship, pandemic-related disruption, or change in management
• Request for leniency: Request closure of proceedings or imposition of minimum penalty based on corrective actions
• Authorized signatory: Signature of the director authorized by the Board Resolution

Attach an affidavit on appropriate stamp paper (₹10 to ₹100 depending on the state) affirming the facts stated in the reply. The affidavit must be notarized and signed by the authorized director.

Step 5: File Pending Compliances (AOC-4, MGT-7, ADT-1)

Before submitting the notice response, file all overdue forms on the MCA V3 portal. This step is critical because it demonstrates corrective action and significantly reduces the penalty the ROC imposes.

For each overdue form, prepare the required attachments (audited financial statements, board resolutions, director consent letters), obtain the practicing professional's digital signature where applicable, and file through the MCA V3 portal. Pay all applicable fees including the normal filing fee and the late filing fee.

Step 6: Draft and Submit Response on MCA Portal

File the formal response using Form GNL-2 on the MCA V3 portal. GNL-2 is the general-purpose form used for filing documents, applications, or returns not covered by any specific form. Follow these steps:

1. Log in to the MCA V3 portal at mca.gov.in using the company's authorized signatory credentials
2. Navigate to the e-Filing section and select Form GNL-2
3. Enter the company CIN, the ROC notice reference number, and the section under which the notice was issued
4. Upload the signed reply letter, Board Resolution, affidavit, supporting documents, and proof of compliance filings as PDF attachments
5. Pay the prescribed filing fee (₹200 for companies with authorized capital up to ₹1,00,000; ₹600 for higher capital)
6. Affix the Class 3 DSC of the authorized director
7. Submit the form and download the SRN (Service Request Number) receipt

Step 7: Pay Any Applicable Late Fees or Penalties

Calculate the total late fees and penalties payable using the MCA fee calculator or manual computation. The fee structure varies by form type and duration of delay:

Pay through the MCA payment gateway using net banking, credit card, or debit card. Retain the challan number and payment confirmation for inclusion in the response documents. If the penalty amount exceeds ₹1,00,000, consider requesting a hearing before the Adjudicating Officer to present mitigating factors.

Step 8: Follow Up with the ROC Office

After filing the response via Form GNL-2, track the status on the MCA V3 portal using the SRN number. The typical processing timeline is:

• 1 to 3 working days: SRN status changes from "Under Processing" to "Approved" or "Resubmission Required"
• 7 to 15 working days: ROC officer reviews the response and supporting documents
• 15 to 30 working days: Final order is passed (closure, penalty order, or hearing scheduled)

If a physical hearing is scheduled, the authorized director or Company Secretary must appear at the ROC office on the designated date with original documents, including the company's common seal (if applicable), original Board Resolution, and original financial statements. Prepare a brief oral presentation summarizing the response and corrective actions.

Documents Required for ROC Notice Response

Gathering the correct documents before starting the response process saves time and avoids resubmission requests from the ROC. Below is the complete checklist organized by document type. Ensure every document is scanned in clear, legible PDF format with a file size under 10 MB per attachment (MCA portal limit). Label each file clearly with the document name and financial year for easy reference during the ROC's review.

• Original ROC notice: The notice received from the ROC with the reference number, date, and section cited
• Company CIN and PAN: Corporate Identity Number and Permanent Account Number of the company
• Board Resolution: Certified copy of the Board Resolution authorizing the response and designating the signatory
• Affidavit: On non-judicial stamp paper (value per state stamp rules), signed by the authorized director and notarized
• Reply letter: Formal response on company letterhead addressing each point in the notice
• Financial statements: Audited Balance Sheet, Profit & Loss Account, and Cash Flow Statement for all default years
• Annual returns: Copies of MGT-7 filings or draft annual returns if not yet filed
• Auditor appointment letter: ADT-1 filing receipt or appointment letter from the auditor
• DIR-3 KYC receipts: Filing acknowledgments for all directors whose KYC was pending
• Late fee payment receipts: MCA challan numbers and payment confirmations for all overdue forms
• Prior correspondence: Any earlier letters, emails, or filings related to the same matter
• DSC certificate: Valid Class 3 Digital Signature Certificate of the authorized director registered on MCA V3

Cost Breakdown for Responding to an ROC Notice

The total cost of responding to an ROC notice varies based on professional fees, government filing fees, late fees, and penalty amounts. The costs increase significantly with the number of default years and the complexity of the compliance gaps. A single-form default for one financial year may cost under ₹15,000 to resolve, while a multi-year default involving 3 to 4 overdue forms per year can cost ₹2,00,000 or more. The table below provides a realistic cost estimate for different scenarios:

These estimates assume the company files all overdue compliances along with the response. Companies that only respond to the notice without rectifying the underlying default will face recurring notices and escalating penalties. For companies with defaults spanning 3 or more financial years, the cumulative late fees alone can exceed ₹3,00,000 to ₹5,00,000 before adding professional fees and ROC penalties. Early engagement with a Company Secretary to assess the total financial exposure helps in budgeting and avoids surprise costs during the response process.

Timeline for Each Notice Type

The response timeline varies depending on the notice type, the volume of overdue filings, and whether a physical hearing is scheduled. Director disqualification cases take the longest because they require DIN reactivation, appointment of new directors (if all existing directors are disqualified), and filing of overdue returns for all default years. Plan your response based on the following timelines:

After Responding: What to Expect

Once your response is filed via Form GNL-2, the ROC processes the submission through a defined workflow. Here is what happens at each stage:

1. Acknowledgment: The MCA portal generates an SRN immediately upon filing. This confirms receipt of your response. Save the SRN and the filing receipt PDF for your records.
2. Initial review: The ROC officer verifies that all required documents are attached and the form is complete. If any document is missing, you receive a "Resubmission Required" status within 3 to 5 working days. You get 15 days to resubmit with corrections.
3. Substantive review: The Adjudicating Officer reviews the merits of your response, checks whether corrective filings have been made, and verifies payment of late fees. This takes 7 to 15 working days. The officer may contact the Company Secretary or authorized signatory for clarifications during this period.
4. Hearing notice (if required): For complex cases or high-penalty matters, the ROC schedules a personal hearing. You receive a hearing date notice via email and on the MCA portal. The hearing is conducted at the ROC office, and the authorized representative must appear with original documents.
5. Final order: The Adjudicating Officer passes a final order, which can be closure of proceedings (no penalty), imposition of a reduced penalty, or imposition of the full penalty. The order is uploaded to the MCA portal and served to the company's registered email.
6. Appeal window: If a penalty is imposed, you have 60 days from the order date to file an appeal with the Regional Director under Section 454(5). The appeal must include the penalty order copy, grounds for appeal, and the prescribed fee.

If the proceedings are closed with no penalty, you receive a closure order on the MCA portal. Download and save this order for your records. If a penalty is imposed, pay the penalty within the time specified in the order to avoid additional interest or enforcement action.

Common Mistakes When Responding to ROC Notices

These errors weaken your response and often result in higher penalties or adverse orders. Many of these mistakes are made by companies attempting to respond without professional guidance. Review this list carefully before filing your response to avoid the most common pitfalls:

• Ignoring the notice: Non-response guarantees an ex-parte penalty order at the maximum amount. The ROC has no obligation to issue a second notice.
• Filing the response without correcting the default: Responding with promises of future compliance instead of actual corrective filings results in minimal penalty reduction.
• Missing the 30-day deadline: Late responses are accepted at the ROC's discretion. There is no automatic extension after the 30-day period unless explicitly granted.
• Incomplete documentation: Missing Board Resolution, unsigned affidavit, or incorrect DSC results in the form being marked for resubmission, consuming valuable time.
• Addressing the wrong ROC office: With the new ROC jurisdictions effective 2026, verify the correct ROC office for your company's registered office address before filing.
• Not authorizing a specific signatory: The Board Resolution must name the specific director or Company Secretary authorized to sign the response. A general authorization is not sufficient.
• Filing pending forms after the response: Always file overdue compliances before submitting the notice response. Filing afterward reduces the impact of corrective action on the penalty decision.
• Providing false or misleading information: Any false statement in the response or affidavit attracts prosecution under Section 447 (fraud) or Section 448 (false statements) of the Companies Act, carrying imprisonment up to 10 years.

How to Prevent Future ROC Notices

Prevention is significantly cheaper than the cost of responding to ROC notices. A systematic compliance calendar eliminates the risk of default. Companies that maintain a structured filing schedule spend ₹15,000 to ₹30,000 per year on compliance management, compared to ₹50,000 to ₹5,00,000 or more for responding to a single ROC notice with multi-year defaults. The following practices ensure continuous compliance:

• Annual compliance calendar: Set reminders for AOC-4 (30 days post-AGM), MGT-7 (60 days post-AGM), ADT-1 (15 days post-AGM), and DIR-3 KYC (30 September) at the start of each financial year.
• Appoint a compliance officer: Designate a director or Company Secretary as the compliance officer responsible for tracking all MCA deadlines and ensuring timely filings.
• Conduct the AGM on time: Hold the AGM within 6 months from the end of the financial year (by 30 September for March year-end companies). All filing deadlines are calculated from the AGM date.
• Keep DIR-3 KYC current: File DIR-3 KYC for every director before 30 September each year. DIN deactivation blocks all company filings.
• Update registered office address: File Form INC-22 promptly if the registered office address changes. Ensure the address is active and capable of receiving ROC correspondence.
• Engage a practicing CS: For companies with turnover above ₹5 crore or paid-up capital above ₹50 lakh, engaging a practicing Company Secretary for annual compliance management costs ₹15,000 to ₹30,000 per year, a fraction of the penalty for a single ROC notice.
• Monitor MCA portal regularly: Log in to the MCA V3 portal at least once a month to check for any notices, compliance alerts, or pending filings flagged by the system.
• File annual returns for dormant companies: Even dormant or inactive companies must file annual returns. Apply for dormant status under Section 455 to get a reduced filing requirement instead of ignoring filings.
• Conduct internal compliance audits: Schedule a quarterly internal compliance review to identify and rectify filing gaps before the ROC detects them. This is especially critical for companies with multiple entities or group structures where filing responsibility is shared across teams.
• Maintain statutory registers: Keep all statutory registers (Register of Members, Register of Directors, Register of Charges, Register of Significant Beneficial Owners) updated and available for inspection at the registered office. Missing registers trigger separate penalty proceedings.

ROC Notice vs NCLT Action vs Court Proceeding

Companies facing compliance issues may encounter different types of enforcement actions. Understanding the distinction helps you assess the severity and choose the right response:

Most ROC notices can be resolved through timely filing and payment of penalties. If the matter escalates to NCLT (for winding-up under Section 271 or oppression under Section 241), the company needs formal legal representation. Court proceedings are reserved for cases involving fraud (Section 447), false statements (Section 448), or criminal liability of directors. The cost and time difference between these three categories is significant: an ROC notice response takes 15 to 30 working days and costs ₹5,000 to ₹2,00,000, while NCLT proceedings take 6 to 18 months and cost ₹50,000 to ₹5,00,000 or more. This makes timely response to ROC notices the most cost-effective approach, as it prevents escalation to the more expensive judicial forums.

Appeal Process Against ROC Penalty Orders

If the ROC Adjudicating Officer passes an unfavourable penalty order, the Companies Act provides a structured appeal mechanism:

Appeal to Regional Director (RD)

Under Section 454(5) of the Companies Act, 2013, an appeal against the ROC penalty order must be filed with the Regional Director within 60 days from the date of the order. The appeal must include:

• Certified copy of the ROC penalty order
• Grounds of appeal with detailed supporting arguments
• Copy of the original ROC notice and the company's response
• Proof of all corrective filings and penalty payments made
• Prescribed appeal fee

The Regional Director reviews the appeal and can uphold, modify, or set aside the penalty order. The RD's decision is typically delivered within 60 to 90 working days.

Further Appeal to NCLAT

If the Regional Director upholds the penalty or the company is dissatisfied with the RD's order, a further appeal lies with the National Company Law Appellate Tribunal (NCLAT) within 60 days of the RD's order. NCLAT proceedings require formal legal representation by an advocate, and the costs range from ₹50,000 to ₹2,00,000 depending on the complexity.

MCA Amnesty and Condonation of Delay Schemes

The Ministry of Corporate Affairs periodically announces amnesty schemes that allow companies to file overdue documents with reduced or waived late fees. These schemes provide a significant opportunity to clear compliance backlogs without incurring the full per-day late fees that would otherwise apply. Companies with multi-year defaults should watch for these announcements and file during the amnesty window:

• Company Fresh Start Scheme (CFSS) 2020: Allowed companies to file belated documents with a one-time flat fee of ₹10,000 instead of per-day late fees. Immunity from prosecution for filing-related defaults was included.
• LLP Settlement Scheme 2020: Offered similar benefits for LLPs filing overdue Form 8 and Form 11.
• ROC filing amnesty schemes: MCA has announced periodic amnesty windows in 2021, 2023, and 2024 for specific forms and compliance types.
• Condonation of Delay Scheme (CODS): Targeted at companies filing overdue annual returns beyond 270 days, allowing filing with normal fees plus a nominal additional charge.

Monitor the MCA website and official circulars for announcements of new amnesty schemes. Companies with multi-year filing gaps benefit enormously from these schemes, saving lakhs in late fees and penalties.

Special Situations

Responding When All Directors Are Disqualified

If all directors of a company are disqualified under Section 164(2), the company cannot file any forms on the MCA portal because disqualified directors' DSCs are deactivated. In this situation:

1. Shareholders must convene an Extraordinary General Meeting (EGM) to appoint new directors
2. New directors must apply for DIN and file DIR-3 KYC
3. File Form DIR-12 to record the appointment of new directors
4. The new directors can then file all overdue forms and respond to the ROC notice
5. Simultaneously, the disqualified directors can apply for removal of disqualification by filing all overdue returns

Responding to an STK-7 Notice When the Company Is Active

If the company is actively carrying on business but received an STK-7 notice due to non-filing, you must act within the 30-day window to prevent strike-off:

1. File all overdue AOC-4 and MGT-7 forms immediately for every default financial year
2. Obtain a bank statement or auditor's certificate confirming business activity in the past 2 financial years
3. Collect GST returns, income tax returns, or invoices as additional proof of active operations
4. File a representation against the STK-7 notice using Form GNL-2, attaching proof of active business operations, filed compliance forms, and payment receipts
5. The ROC will review the submission and withdraw the strike-off proceeding if satisfied with the evidence of active business

If the company has already been struck off, the only remedy is filing an application for restoration under Section 252 before the NCLT. The restoration process requires all pending compliances to be filed, all fees and penalties to be paid, and a valid reason for seeking restoration. The NCLT restoration process typically takes 4 to 8 months and costs ₹50,000 to ₹2,00,000 in legal and professional fees. The restoration application must be filed within 20 years from the date of the strike-off order.

Cross-Border Companies and Foreign Directors

For companies with foreign directors or subsidiaries of foreign companies, additional considerations apply. Foreign directors must have a valid DIN and Indian DSC. If the foreign director is unable to sign the response, the Indian director or Company Secretary can be authorized via Board Resolution. For wholly-owned subsidiaries of foreign companies, the parent company may need to provide a letter supporting the response and confirming corrective action. If the foreign director's DSC has expired or was never obtained, the process of obtaining a new Indian DSC for a foreign national takes 5 to 10 working days, so factor this into the 30-day response timeline. Companies with only foreign directors and no Indian resident director face additional challenges, as at least one director must be a person who has stayed in India for at least 182 days in the preceding calendar year under Section 149(3).

Related Resources

• Private Limited Company Annual Compliance, complete guide to annual filing requirements
• ROC Annual Filing Service, professional filing of AOC-4, MGT-7, and ADT-1
• DIR-3 KYC Filing, annual director KYC verification and DIN reactivation
• Company Compliance Health Check, full audit of pending MCA filings
• Close a Private Limited Company, strike-off and winding-up options
• LLP Annual Compliance, Form 8, Form 11, and LLP compliance requirements
• One Person Company Compliance, OPC-specific filing and compliance duties
• ADT-1 Auditor Appointment Filing, statutory auditor appointment and reappointment on MCA portal
• MCA V3 Portal, official Ministry of Corporate Affairs filing portal
• Companies Act, 2013 (Full Text), legislative reference on India Code

Summary

Responding to an ROC notice for non compliance requires a structured approach: identify the notice type and section, verify the 30-day deadline, engage a Company Secretary, file all pending compliances, and submit a well-documented response via Form GNL-2 on the MCA V3 portal. The penalty outcome depends heavily on whether corrective filings are completed before the response date. Companies that file overdue AOC-4, MGT-7, ADT-1, and DIR-3 KYC before submitting the response consistently receive reduced penalties. If the penalty order is unfavourable, appeal to the Regional Director within 60 days and further to the NCLAT if needed. The most cost-effective strategy is prevention: maintain an annual compliance calendar, hold the AGM on time, and file all forms before their due dates. For companies with multi-year filing gaps, MCA amnesty schemes provide periodic opportunities to clear compliance backlogs at reduced cost. Track MCA circulars regularly and take advantage of these windows when they arise. Every ROC notice is an enforcement action that can escalate to strike-off, director disqualification, or NCLT proceedings if ignored. The 30-day response deadline is your window of opportunity, and the quality of your response directly determines the financial and legal outcome for the company and its directors.