Other Periodic ROC Returns

What are periodic ROC returns?

Beyond the annual accounts and annual return, the Companies Act requires several other returns to be filed with the Registrar of Companies. Some are half-yearly, some annual, and some are triggered by an event — but each applies only to companies in a particular situation.

The ones most companies meet are MSME-1 (dues to small suppliers), DPT-3 (deposits and loans), BEN-2 (beneficial ownership), and PAS-6 (share capital reconciliation). Because they depend on the company's circumstances, they're also the ones most often missed.

The returns and what triggers them

Each return has its own trigger, due date, and threshold:

MSME-1

A half-yearly return by companies that owe money to micro or small enterprise suppliers for more than 45 days. Due by 30 April for October–March and 31 October for April–September.

DPT-3

An annual return of deposits, and of money received that isn't treated as a deposit — like loans from directors. Due by 30 June, for amounts outstanding at 31 March.

BEN-1 and BEN-2

A significant beneficial owner declares their holding to the company in BEN-1, and the company files BEN-2 with the ROC within 30 days of receiving it.

Significant beneficial owner

An individual who ultimately holds at least 10% of the shares, voting rights, or dividend rights — directly or through other entities — or exercises significant influence or control.

PAS-6

A half-yearly reconciliation of share capital held in demat and physical form, certified by a practising professional. Due within 60 days of each half-year end.

The 45-day rule

Under the MSMED Act, a buyer must pay a micro or small supplier within 45 days of accepting goods or services. Past that, MSME-1 reporting and interest on the dues both kick in.

Additional fees

Late filings attract additional fees that rise in steps with the delay, on top of penalties the ROC can levy for not filing at all.

Why filing on time matters

These returns are smaller than the annual filings, but the consequences of missing them aren't:

Each has its own penalty

Missing MSME-1, DPT-3, or BEN-2 can lead to penalties on the company and its officers. For BEN-2, these can run into lakhs.

They're easy to miss

Unlike the annual return, these forms have different triggers and dates. Many companies simply don't know they apply.

Tax on late MSME payments

Separately from MSME-1, income-tax rules can disallow the deduction for amounts owed to micro and small suppliers that aren't paid within the time limit.

Interest owed to suppliers

Dues to MSME suppliers beyond 45 days carry compound interest at three times the bank rate, and the supplier can take the claim to the state's facilitation council.

Director loans need reporting

Money from directors isn't a deposit, but it still has to be reported in DPT-3 — and the director's declaration that it's their own money kept on file.

Ownership transparency

BEN-2 is how the MCA sees who really owns a company. Banks and investors increasingly check that it matches the cap table.

A clean compliance record

Due diligence looks at every filing, not just the annual ones. Gaps in these forms turn up as questions in a funding round or acquisition.

Who has to file?

• Companies that buy from micro or small enterprises and sometimes pay after 45 days
• Private companies with loans from directors, their relatives, or other companies
• Companies with a foreign parent, a holding company, or layered ownership
• Private companies with demat shares that need to file PAS-6
• Companies that have never filed these forms and want to check what applies

Small companies aren't exempt from these returns just because they're small. What matters is whether the trigger applies — a two-person startup with a director loan still files DPT-3.

The four returns compared

Here's how the most common periodic returns compare:

What we'll need from you

Supplier list

Your suppliers' Udyam registration status, invoice dates, acceptance dates, and payment dates, so dues over 45 days can be identified.

Loans and advances

Details of every loan or advance the company has received, with who it's from and the balance at 31 March.

Director declarations

For loans from directors, their written declaration that the money is their own, not borrowed from others.

Shareholding chain

The full ownership structure, including any holding companies, trusts, or foreign entities between the company and the individuals behind it.

Demat records

Your RTA's statements of shares held in each depository and in physical form, for PAS-6.

Active DSC

A valid DSC for the director or company secretary signing the forms.

The ROC's filing fees for these forms are small and depend on the company's share capital. They only grow meaningfully when a form is filed late.

Filing process

Most of the work is working out what applies and collecting the data. Here's how we handle it:

1. 1

   Check what applies

   We review your suppliers, loans, ownership, and shareholding to work out which of these returns the company actually needs to file.

2. 2

   Gather the data

   Supplier ageing, loan balances, ownership details, and demat statements are collected and checked against the books.

3. 3

   Collect declarations

   Directors confirm the source of any loans, and significant beneficial owners give their BEN-1 declarations.

4. 4

   Certify where required

   PAS-6 is certified by a practising professional, and DPT-3 by the auditor where the company holds deposits.

5. 5

   File on the MCA portal

   Each return is filed before its due date and signed with a director's DSC.

6. 6

   Diary the next cycle

   We track the next due dates — 30 April, 30 June, 31 October, and the PAS-6 half-years — so nothing slips.

Other ROC forms to know about

A few other forms come up regularly, either on a cycle or when something happens:

DIR-3 KYC

KYC for every director's DIN, when it falls due. A missed KYC deactivates the DIN until it's filed with a ₹5,000 fee.

MGT-14

Special resolutions and certain board resolutions, filed within 30 days of being passed.

ADT-1

The auditor's appointment, filed within 15 days of the meeting where they're appointed.

CHG-1

Registration of a charge when the company takes a secured loan, within 30 days of creating it.

CSR-2

A report on CSR spending, filed as an addendum to the financial statements, by companies above the CSR thresholds.

Cost audit forms

CRA-2 and CRA-4, for companies in industries covered by cost audit above the turnover thresholds.

Benefits and responsibilities