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ROC Notice - Types, How to Reply, Penalties and Strike Off Under Companies Act 2013

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6+ Notice Types: Strike Off (STK-1 under Section 248), Penalty Adjudication (Section 454), Non-filing (AOC-4/MGT-7), DIN Deactivation, INC-22A ACTIVE, and SBO Non-compliance.

30-Day Window: Most ROC notices allow 30 days to reply. Failure leads to strike off, penalties up to Rs 50,000 per officer, or director disqualification for 5 years.

Compliance Scheme 2026: MCA amnesty: 90% relief on additional filing fees. Filing before or within 30 days of Section 454 notice eliminates penalty entirely.

Starting Fee: ROC notice reply from Rs 4,999. Section 454 penalty reply from Rs 7,999. NCLT restoration from Rs 24,999. Appeal to Regional Director from Rs 14,999.

300+ ROC notices handled. 95% resolution rate. 4 offices across India. 4.9 Google Rating.

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Received an STK-1 strike off notice for our dormant company. Patron Accounting filed all 3 years of pending AOC-4 and MGT-7 under the Compliance Scheme within 10 days, saving us over Rs 8 lakh in additional fees. The reply was accepted and strike off proceedings were withdrawn.
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Had a Section 454 penalty notice for non-filing of MGT-7 for FY 2022-23. Patron Accounting identified we could file within the 30-day window under the proviso and eliminate the penalty entirely. They filed the pending return, submitted the reply on e-Adjudication, and the penalty was dropped.
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Managing Director, Tech Company, Mumbai
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Our company was struck off 3 years ago due to non-filing. Patron Accounting filed the NCLT restoration application under Section 252, prepared all supporting documents, and got the company restored within 4 months. They then filed all pending returns and brought us to full compliance. Exceptional service.
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Arun Mehra
Promoter, Struck-Off Company, Delhi
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Received a disproportionate penalty order of Rs 3.5 lakh for delayed MGT-7 filing. Patron Accounting analysed the computation, identified errors in the default period calculation, and filed an appeal to the Regional Director in Form ADJ. The penalty was reduced by 60% after hearing.
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Priya Joshi
Company Secretary, OPC, Gurugram
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My DIN was deactivated and I could not file any returns on MCA portal. Patron Accounting first reactivated the DIN by filing DIR-3 KYC with the Rs 5,000 penalty, then filed 4 years of pending AOC-4 and MGT-7 under the Compliance Scheme. Total savings on additional fees: over Rs 12 lakh. Invaluable guidance.
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ROC Notice - Complete Guide for 2026

📌 TL;DR - ROC Notice Services at a Glance

ROC notices are issued for non-compliance under the Companies Act, 2013. Key types: strike off (STK-1 under Section 248) and penalty adjudication (Section 454). Reply within 30 days or face penalties from Rs 10,000 to Rs 50,000 per officer, company strike off, and director disqualification. Companies Compliance Scheme 2026 offers 90% relief on additional fees. CA/CS-assisted response from Rs 4,999.

A ROC notice is an official communication from the Registrar of Companies under the MCA, issued for non-compliance with the Companies Act, 2013. Common triggers include non-filing of AOC-4 and MGT-7 for consecutive years, failure to maintain a registered office, non-disclosure of significant beneficial ownership under Section 90, and DIN non-compliance. The ROC acts as Adjudicating Officer under Section 454 and can impose monetary penalties, initiate strike off proceedings, and refer cases for prosecution.

ParameterDetails
What is ROC NoticeOfficial communication from Registrar of Companies for non-compliance under Companies Act, 2013
Governing LawCompanies Act, 2013 - Sections 206, 248, 454; Companies (Adjudication of Penalties) Rules, 2014
Common TriggersNon-filing of AOC-4/MGT-7, dormancy strike off, SBO non-disclosure, DIN non-compliance
Reply Window30 days from date of notice (21 days for adjudication hearings)
Penalty RangeRs 10,000 to Rs 50,000 per officer; Rs 100/day additional fees; up to Rs 10 Cr for deposit violations
Worst OutcomeCompany strike off (Section 248), director disqualification (Section 164/167), bank account attachment
Patron FeeStarting Rs 4,999 for ROC notice reply and compliance remediation

Content is reviewed quarterly for accuracy.

What Is a ROC Notice?

A ROC notice is a formal legal communication from the Registrar of Companies under the Ministry of Corporate Affairs (MCA), issued to a company and its officers in default for non-compliance with provisions of the Companies Act, 2013 or rules made thereunder.

The ROC has wide-ranging powers to inspect documents, initiate inquiries, adjudicate penalties, and strike off companies from the register. Consequences of ignoring a ROC notice range from daily additional fees (Rs 100/day for AOC-4/MGT-7) to company strike off, director disqualification, and bank account attachment.

Key Terms for ROC Notice:

Section 248 (Strike Off): ROC can remove company name if no business for 2 years or non-filing of AOC-4 and MGT-7 for 2 consecutive years. STK-1 notice with 30-day reply window.

Section 454 (Penalty Adjudication): ROC as Adjudicating Officer imposes monetary penalties. Proviso to Section 454(3): no penalty if default rectified before notice or within 30 days.

Form STK-1: Notice of intent to strike off. Company must reply within 30 days. After STK-5 public notice, company is struck off.

Companies Compliance Scheme 2026: MCA amnesty - 90% relief on additional filing fees. STK-2 at 25% fees. Dormant company (MSC-1) at 50% fees.

Section 454(8): Non-payment of penalty within 90 days: imprisonment up to 6 months or penalty up to 3x the original amount.

ROC Notice NOTICE 30 Days REPLY Filed 90% Relief Sec 248 Sec 454 Companies Act, 2013 ROC Notice
Companies Act, 2013 Section 248 | Section 454

Who Receives a ROC Notice?

  • Non-filing of AOC-4 (Section 137): Companies failing to file financial statements within 30 days of AGM. Additional fee Rs 100/day with no cap.
  • Non-filing of MGT-7 (Section 92): Companies failing to file annual return within 60 days of AGM. Penalty: Rs 100/day on company, Rs 50,000 per officer.
  • Strike Off for Dormancy (Section 248): No business for 2 years or non-filing for 2 consecutive years. STK-1 notice issued.
  • DIN Non-compliance: Directors failing to file DIR-3 KYC face DIN deactivation and Rs 5,000 penalty.
  • INC-22A ACTIVE Non-compliance: Status marked 'ACTIVE non-compliant', restricting further filings.
  • SBO Non-disclosure (Section 90): Penalty Rs 50,000 on company and Rs 10 lakh on beneficial owner.
  • Secretarial Standards Violations (Section 118): Non-compliance with SS-1 (Board Meetings) and SS-2 (General Meetings).

6 ROC Notice Response Services

ServiceWhat We Do
ROC Notice Analysis and StrategyReview of notice type, section reference, default period, and penalty computation to determine the best response strategy and timeline.
Reply Drafting and FilingLegally compliant replies to STK-1, Section 454 show cause notices, and other ROC communications. Filed on MCA portal or e-Adjudication module.
Pending Return FilingFiling overdue AOC-4, MGT-7, DIR-3 KYC, DPT-3, MSME-1, and other pending forms to regularise the default before penalty escalation.
Compliance Scheme 2026 ApplicationFiling under the Companies Compliance Scheme 2026 for 90% fee relief and penalty waiver where eligible under proviso to Section 454(3).
Appeal to Regional DirectorAppeal against ROC penalty order in Form ADJ within 60 days under Section 454(5). Preparation of submissions and representation.
Company Revival (NCLT Restoration)Application to NCLT for restoration of struck-off companies under Section 252 within 20 years. Demonstrate business activity or just cause.
Our Process

7-Step ROC Notice Reply Process

Patron Accounting handles the complete ROC notice response - from notice analysis and corrective filings to reply drafting and e-hearing representation.

Step 1

Identify Notice Type and Section

Check if it is a strike off notice (STK-1 under Section 248), penalty adjudication (Section 454 show cause), or a compliance notice for specific defaults like AOC-4, MGT-7, DIN, or SBO.

Notice type identified Section confirmed
Section 248 / 454
Identified01
Step 2

Note Reply Deadline (30 Days)

Most ROC notices allow 30 days for response. Adjudication hearings may be scheduled 21 days from notice. STK-1 allows 30 days, after which public notice STK-5 is issued.

Deadline noted Calendar set
30 Days
Tracked02
Step 3

Gather Supporting Documents

Collect audited financial statements, board resolutions, minutes of meetings, prior filed returns, bank statements, and any correspondence with MCA.

Documents gathered Evidence compiled
Gathered03
Step 4

Rectify Default - File Pending Returns

File pending AOC-4, MGT-7, DIR-3 KYC, or other overdue forms on MCA V3 portal with applicable fees. Under Compliance Scheme 2026, filing before or within 30 days of notice waives the penalty entirely.

Returns filed Default rectified
AOC-4MGT-790% Fee Relief
Filed04
Step 5

Draft Reply with Legal Arguments

Address each ground of the notice with Act section citations and supporting evidence. For STK-1, explain the company is active. For Section 454, submit reply on e-Adjudication module.

Reply drafted Arguments cited
REPLYSUBMITTED
Drafted05
Step 6

Attend E-Hearing

Present supporting documents and arguments before the Adjudicating Officer. Failure to appear results in ex-parte penalty orders based on available records - typically maximum penalties.

Hearing attended Arguments presented
E-HEARINGRepresented
Heard06
Step 7

Pay Penalty or File Appeal

If penalty order passed, pay within 90 days and rectify default. If aggrieved, file appeal to Regional Director in Form ADJ within 60 days under Section 454(5). Non-payment within 90 days: imprisonment up to 6 months or 3x penalty.

Order resolved Appeal filed
RESOLVEDor APPEALED
Done07

Documents Required for ROC Notice Reply

  • Copy of the ROC notice (downloaded from MCA portal or e-Adjudication module)
  • Company CIN (Corporate Identification Number) and GSTIN
  • Audited financial statements for the default period
  • Board resolutions and minutes of board meetings and AGMs
  • Previously filed AOC-4, MGT-7, and other annual returns
  • DIR-3 KYC status of all directors
  • Proof of registered office (utility bills, rent agreement)
  • Bank statements showing business activity (for strike off replies)
  • MCA V3 portal login credentials (Director DSC required for filing)
  • Chartered Accountant certificate for financial statements

4 Common ROC Notice Challenges and Solutions

ChallengeImpactHow Patron Accounting Solves It
Company Already Struck OffCompany marked 'Strike Off' or 'Under Process of Striking Off' on MCA portal. No further filings possibleFile NCLT restoration application under Section 252 within 20 years. Demonstrate business was ongoing or just cause for restoration exists.
Multiple Years of Pending ReturnsCascading additional fees running into lakhs for 3-5 years of AOC-4 and MGT-7 arrearsApply under Companies Compliance Scheme 2026 for 90% fee relief. File all returns in chronological order. Rectify within 30 days of Section 454 notice to avoid penalty entirely.
DIN DeactivatedDirector's DIN deactivated due to non-filing of DIR-3 KYC, preventing any further e-filing on MCA portalFile DIR-3 KYC with Rs 5,000 penalty to reactivate DIN first. Only after reactivation can other pending returns be filed.
Penalty Order Already PassedSection 454 penalty order with 90-day payment deadline approaching. Non-payment escalates to imprisonment or 3x penaltyPay penalty and rectify default within 90 days. If aggrieved, file appeal to Regional Director in Form ADJ within 60 days of order.

ROC Notice Response Fees

Fee ComponentAmount
ROC Notice Reply (STK-1 Strike Off)Rs 4,999
Section 454 Penalty Adjudication ReplyRs 7,999
Pending AOC-4 Filing (Per Year)Rs 2,999 + govt fees
Pending MGT-7 Filing (Per Year)Rs 2,999 + govt fees
DIR-3 KYC ReactivationRs 1,499 + Rs 5,000 govt penalty
Compliance Scheme 2026 ApplicationRs 9,999 (includes all pending filings)
Appeal to Regional Director (Form ADJ)Rs 14,999
NCLT Restoration (Section 252)Rs 24,999

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free ROC Notice consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

ROC Notice Response Timeline

StageEstimated Timeline
STK-1 (Strike Off) Reply30 days from notice | Reply + filings within 15 days
Section 454 Show Cause Reply30 days from notice | Reply within 20 days
E-Hearing Attendance21 days from scheduling | Preparation within timeline
Appeal to Regional Director60 days from penalty order | Form ADJ within 45 days
NCLT RestorationWithin 20 years of strike off | Application within 30-45 days

Critical: Under Section 454(3) proviso, no penalty is leviable if the default is rectified before notice issuance or within 30 days. This makes immediate corrective action the most cost-effective strategy. Non-payment of an existing penalty order within 90 days escalates to imprisonment up to 6 months or 3x penalty under Section 454(8). Directors of companies not filing for 3 consecutive years face 5-year disqualification under Section 164/167.

Key Benefits

Benefits of Professional ROC Notice Response

Precise Section Analysis

Correct identification of notice section, default, and penalty computation - avoiding overpayment or unnecessary concessions to the ROC.

30-Day Corrective Filing

Immediate filing of pending returns under Section 454(3) proviso eliminates penalty liability entirely when done within the 30-day window.

Compliance Scheme 2026

Eligibility assessment for 90% fee relief can save lakhs for companies with multiple years of pending AOC-4 and MGT-7 returns.

Expert Reply Drafting

Well-drafted replies with Act section citations, supporting evidence, and legal arguments that prevent escalation to strike off or prosecution.

E-Hearing and Appeal

Representation before the Adjudicating Officer and appeal strategy against disproportionate or incorrectly computed penalty orders.

Why Companies Trust Patron Accounting for ROC Notices

300+ ROC Notices Handled across strike off, penalty adjudication, and compliance defaults.

95% Resolution Rate without escalation to strike off or prosecution.

Direct experience across ROC Mumbai, ROC Pune, ROC Delhi, and ROC Bangalore.

4.9 Google Rating based on verified reviews.

4 Offices: Pune, Mumbai, Delhi, and Gurugram.

DIY vs Professional ROC Notice Response

ParameterDIY ResponseCA/CS-Assisted Response
Section IdentificationRisk of misreading notice typePrecise section-wise analysis with penalty computation
Corrective FilingOften delayed or incompleteAll pending forms filed before 30-day window closes
Compliance SchemeMay not know about 2026 schemeAutomatic eligibility check and application
Reply QualityGeneric or absentAct section citations, evidence, and legal arguments
E-HearingDirector appears aloneCS/CA represents with prepared submissions
CostRs 0 (but penalty risk is high)Rs 4,999 onwards

Related Company Compliance Services

Legal Framework for ROC Notices

Governing Law: Companies Act, 2013; Companies (Adjudication of Penalties) Rules, 2014.

Key Provisions:

  • Section 248: Strike off for no business (2 years) or non-filing (2 consecutive years). STK-1 notice with 30-day reply.
  • Section 454: Penalty adjudication by ROC. Proviso to 454(3): no penalty if rectified within 30 days of notice.
  • Section 454(8): Non-payment within 90 days: imprisonment up to 6 months or 3x penalty.
  • Section 454(5): Appeal to Regional Director in Form ADJ within 60 days.
  • Section 164/167: Director disqualification for 5 years if non-filing for 3 consecutive years.
  • Section 252: NCLT restoration within 20 years of strike off.
  • Section 92(5): MGT-7 penalty - Rs 100/day on company + Rs 50,000 per officer.
  • Section 137: AOC-4 additional fees Rs 100/day (no cap) + penalty on directors.

Compliance Scheme 2026: 90% relief on additional fees. STK-2 at 25%. MSC-1 at 50%.

Portals: MCA Portal | India Code

Frequently Asked Questions - ROC Notice

Answers about ROC notice types, reply process, penalties, Section 248 strike off, Section 454 adjudication, Compliance Scheme 2026, and NCLT restoration.

Quick Answers

Q: What is a ROC notice? A: Official notice from Registrar of Companies for non-compliance under Companies Act, 2013 - non-filing, strike off, penalty adjudication.

Q: How many days to reply? A: 30 days for most notices (STK-1, Section 454). Appeals: 60 days from penalty order.

Q: Penalty for not filing MGT-7? A: Rs 100/day on company (no cap) + Rs 50,000 per officer. 2 consecutive years: strike off.

Companies Compliance Scheme 2026 - Act Now for 90% Fee Relief

The Companies Compliance Scheme 2026 offers 90% relief on additional ROC filing fees. Filing pending AOC-4 and MGT-7 before or within 30 days of a Section 454 notice completely eliminates penalty liability. For companies with 3-5 years of pending returns, this can save Rs 5-15 lakh in additional fees alone.

Under Section 454(8), non-payment of an existing penalty order within 90 days escalates to imprisonment up to 6 months or 3x the original penalty. Directors of companies not filing for 3 consecutive years face 5-year disqualification.

Action: Call +91 945 945 6700 or WhatsApp us for a free ROC compliance assessment.

Respond to Your ROC Notice Before the Deadline

A ROC notice demands immediate, informed action. Whether it is Section 248 strike off, Section 454 penalty adjudication, or non-filing of AOC-4 and MGT-7, the response must be precise - rectify within 30 days to avoid penalty under Section 454(3) proviso.

The Companies Compliance Scheme 2026 presents a significant opportunity for defaulting companies to regularise compliance at dramatically reduced costs. Consequences of inaction include strike off, disqualification, and potential imprisonment.

Patron Accounting: 300+ ROC notices handled. 95% resolution rate. 4 offices across India. Starting from Rs 4,999.

Book a Free Consultation - No Obligation.

ROC Notice Response Services Across India

Expert ROC notice reply, penalty adjudication, compliance scheme application, and NCLT restoration across India.

Pune
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Gurugram
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Content Created: 11 March 2026  |  Last Updated:  |  Next Review: 11 June 2026  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed quarterly. Content aligned with Companies Act 2013, MCA circulars, and Companies Compliance Scheme 2026. Next review: June 2026.

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