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

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 11 March 2026 Verify Credentials →

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.

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Overview What Is ROC Notice Who Receives Our Services 7-Step Reply Documents Challenges Fees Timeline Benefits DIY vs Professional FAQs

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.

Parameter	Details
What is ROC Notice	Official communication from Registrar of Companies for non-compliance under Companies Act, 2013
Governing Law	Companies Act, 2013 - Sections 206, 248, 454; Companies (Adjudication of Penalties) Rules, 2014
Common Triggers	Non-filing of AOC-4/MGT-7, dormancy strike off, SBO non-disclosure, DIN non-compliance
Reply Window	30 days from date of notice (21 days for adjudication hearings)
Penalty Range	Rs 10,000 to Rs 50,000 per officer; Rs 100/day additional fees; up to Rs 10 Cr for deposit violations
Worst Outcome	Company strike off (Section 248), director disqualification (Section 164/167), bank account attachment
Patron Fee	Starting 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.

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

Service	What We Do
ROC Notice Analysis and Strategy	Review of notice type, section reference, default period, and penalty computation to determine the best response strategy and timeline.
Reply Drafting and Filing	Legally compliant replies to STK-1, Section 454 show cause notices, and other ROC communications. Filed on MCA portal or e-Adjudication module.
Pending Return Filing	Filing 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 Application	Filing under the Companies Compliance Scheme 2026 for 90% fee relief and penalty waiver where eligible under proviso to Section 454(3).
Appeal to Regional Director	Appeal 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

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

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

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

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

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

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

Challenge	Impact	How Patron Accounting Solves It
Company Already Struck Off	Company marked 'Strike Off' or 'Under Process of Striking Off' on MCA portal. No further filings possible	File NCLT restoration application under Section 252 within 20 years. Demonstrate business was ongoing or just cause for restoration exists.
Multiple Years of Pending Returns	Cascading additional fees running into lakhs for 3-5 years of AOC-4 and MGT-7 arrears	Apply 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 Deactivated	Director's DIN deactivated due to non-filing of DIR-3 KYC, preventing any further e-filing on MCA portal	File DIR-3 KYC with Rs 5,000 penalty to reactivate DIN first. Only after reactivation can other pending returns be filed.
Penalty Order Already Passed	Section 454 penalty order with 90-day payment deadline approaching. Non-payment escalates to imprisonment or 3x penalty	Pay 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 Component	Amount
ROC Notice Reply (STK-1 Strike Off)	Rs 4,999
Section 454 Penalty Adjudication Reply	Rs 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 Reactivation	Rs 1,499 + Rs 5,000 govt penalty
Compliance Scheme 2026 Application	Rs 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

Stage	Estimated Timeline
STK-1 (Strike Off) Reply	30 days from notice \| Reply + filings within 15 days
Section 454 Show Cause Reply	30 days from notice \| Reply within 20 days
E-Hearing Attendance	21 days from scheduling \| Preparation within timeline
Appeal to Regional Director	60 days from penalty order \| Form ADJ within 45 days
NCLT Restoration	Within 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

Parameter	DIY Response	CA/CS-Assisted Response
Section Identification	Risk of misreading notice type	Precise section-wise analysis with penalty computation
Corrective Filing	Often delayed or incomplete	All pending forms filed before 30-day window closes
Compliance Scheme	May not know about 2026 scheme	Automatic eligibility check and application
Reply Quality	Generic or absent	Act section citations, evidence, and legal arguments
E-Hearing	Director appears alone	CS/CA represents with prepared submissions
Cost	Rs 0 (but penalty risk is high)	Rs 4,999 onwards

Related Company Compliance Services

Company Registration - Private Limited, LLP, OPC incorporation.
ROC Annual Filing - Timely AOC-4, MGT-7, DIR-3 KYC filing.
Company Strike Off - Voluntary strike off via STK-2.
GST Notice - Expert reply for GST scrutiny and demand notices.
Income Tax Notice - Response to Section 142, 143, 148 notices.

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.

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What is a ROC notice and why have I received one?

A ROC notice is an official communication from the Registrar of Companies under the MCA for non-compliance with the Companies Act, 2013. Common reasons: non-filing of AOC-4 or MGT-7 for consecutive years, failure to commence business within one year, non-disclosure of significant beneficial ownership (Section 90), DIN non-compliance, or Secretarial Standards violations. The notice specifies the section, default, and deadline.

What happens if I do not reply to a ROC notice?

Severe consequences. For STK-1 strike off notices, the ROC issues public notice (STK-5) and strikes off the company from the register. For Section 454 penalty notices, an ex-parte penalty order with maximum penalties is passed on the company and each officer. Under Section 454(8), non-payment within 90 days leads to imprisonment up to 6 months or 3x penalty. Directors face disqualification under Section 164/167.

What is the penalty for non-filing of AOC-4 and MGT-7?

AOC-4: Additional fees of Rs 100/day from due date with no cap - can accumulate to lakhs. Under Section 137, penalty Rs 10,000 on company and up to Rs 1.5 lakh per officer. MGT-7: Rs 100/day on company under Section 92(5), plus Rs 50,000 per officer in default. Non-filing for 2 consecutive years triggers Section 248 strike off proceedings.

What is Section 248 strike off and how to avoid it?

Section 248 empowers ROC to remove a company if: no business for 2 years, or non-filing of AOC-4/MGT-7 for 2 consecutive years. STK-1 notice is issued with 30-day window. To avoid: immediately file all pending returns, reply with evidence of business activity (bank statements, invoices, GST returns), and apply under Companies Compliance Scheme 2026 for 90% fee relief.

What is the Companies Compliance Scheme 2026?

An MCA amnesty offering 90% relief on additional filing fees for overdue forms (AOC-4, MGT-7, and others). Under the proviso to Section 454(3), filing before notice or within 30 days completely eliminates penalty. The scheme also offers STK-2 (voluntary strike off) at 25% of normal fees and dormant company (MSC-1) applications at 50%. Significant opportunity for companies with years of pending compliance.

Can a struck-off company be restored?

Yes. Under Section 252 of Companies Act, 2013, any member, creditor, or the company can apply to NCLT for restoration within 20 years of striking off. Must demonstrate the company was carrying on business or that restoration is just and equitable. Upon restoration, the company is deemed to have continued in existence. All pending compliance must be completed.

ROC notice ka jawab kaise dein aur kya documents chahiye?

Sabse pehle notice mein likha section number aur default identify karein. Agar AOC-4 ya MGT-7 pending hai toh turant MCA portal par file karein - Companies Compliance Scheme 2026 mein 90% chhoot milti hai. 30 din ke andar reply draft karein jismein company ki activity ka proof (bank statement, invoices, GST returns) attach karein. Section 454 notice ke liye e-Adjudication module par reply karein. CA/CS ki madad lein - galat reply se penalty aur strike off dono ho sakte hain. Patron Accounting - +91 945 945 6700.

How to file an appeal against ROC penalty order?

File appeal to Regional Director in Form ADJ within 60 days of receipt of penalty order, under Section 454(5) and (6). Must include certified copy of the order. The Regional Director may confirm, modify, or set aside the order after hearing. No appeal lies if penalty has not been paid or adequate security not furnished.

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.

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Content Created: 11 March 2026 | Last Updated: 11 March 2026 | 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.