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Home / NBFC & Fintech / NBFC ROC Compliance
NBFCs juggle two regulators, not one — RBI’s returns run alongside a full set of Companies Act obligations that don’t pause just because you’re RBI-regulated. CS Chetna Shoor manages the ROC side so nothing falls through the gap between the two.
NBFCs are companies first, regulated financial entities second — meaning every standard Companies Act, 2013 filing applies on top of RBI’s NBS returns and Statutory Auditor’s Certificate. Annual financial statements, the annual return, director KYC, and charge registration for secured borrowings all continue on their own MCA-driven timeline, independent of your RBI compliance calendar.
One point of confusion is worth flagging upfront: NBFCs registered with RBI are specifically exempt from filing Form DPT-3, unlike almost every other Indian company. This is a rule some general company secretarial practices miss, since it runs contrary to the default position that applies to non-NBFC companies. This page is for NBFC promoters and boards who want a single accountable person tracking the MCA-side calendar — including which standard filings do and don’t apply to an NBFC — rather than treating it as an afterthought to RBI compliance.
Annual financial statements and annual return, due within statutory windows after your AGM
NBFCs registered with RBI are specifically exempt from this otherwise near-universal MCA filing
Charge registration required for secured borrowings — common given NBFCs' lending/borrowing structure
Annual filing for every director holding a DIN, regardless of NBFC size
Mandatory once an NBFC crosses the applicable turnover/paid-up capital thresholds under Section 204
Legal basis, applying independently of and alongside RBI's NBFC-specific framework
RBI rejects over 40% of NBFC applications on the first attempt. Here’s what actually causes it.
RBI's NBS return deadlines and MCA's AOC-4/MGT-7 deadlines run on separate clocks tied to different reference dates. Treating them as one combined "annual compliance" task, rather than two parallel tracks, is how one side quietly slips while attention stays on the other.
Some NBFCs file DPT-3 unnecessarily because a general secretarial checklist defaults to it for every company, wasting time and creating disclosure that wasn't required. Others assume all deposit-related MCA filings are exempt and miss CHG-1 charge registration for secured borrowings — which is not exempted and applies fully to NBFCs.
NBFCs, by nature of their borrowing-heavy balance sheets, generate far more CHG-1 filings — and modifications and satisfactions of those charges — than a typical company. A missed or late charge filing can affect the enforceability of security in a lender's favor, not just trigger an MCA late fee.
What you actually owe the ROC depends on your NBFC’s size, structure, and listing status.
AOC-4, MGT-7 or MGT-7A, ADT-1, DIR-3 KYC, and CHG-1 as applicable to your borrowings — DPT-3 does not apply.
Adds an MR-3 Secretarial Audit Report and requires the full MGT-7 annual return rather than the abridged MGT-7A.
Adds SEBI LODR-linked disclosures and enhanced board and committee reporting on top of standard ROC filings — see our NBFC SBR Compliance service for what changes at that layer.
We confirm your current filing status, the specific forms that apply to your NBFC, and verify the DPT-3 exemption is being correctly applied.
A full ROC calendar mapped to your AGM date and financial year, alongside your existing RBI returns calendar.
AOC-4 and MGT-7/7A filed post-AGM, ADT-1 on auditor appointment, and CHG-1 on each secured borrowing, modification, or satisfaction.
Annual director KYC compliance, and Secretarial Audit coordination if your NBFC meets the applicable thresholds.
Direct handling of any MCA notices or queries as they arise.
MCA defaults carry their own consequences, separate from — but not disconnected from — your RBI standing.
Additional/late filing fees under the Companies Act, which compound the longer a filing is outstanding.
Director disqualification risk under Section 164 for repeated defaults across a company's filings.
Compounding of offences for more serious or repeated lapses.
Visibility during any future acquisition or RBI SBR review — an ROC compliance gap is exactly the kind of thing that surfaces in buyer-side diligence. See NBFC Due Diligence (Buyer Side).
CS Chetna Shoor’s team replies within 4 hours on WhatsApp.
No. NBFCs registered with RBI are specifically exempted from filing Form DPT-3 under the Companies (Acceptance of Deposits) Rules, 2014 — an exemption that also applies to banking companies and housing finance companies. This is a common point of confusion since DPT-3 applies to nearly every other company in India.
NBFCs file the same core Companies Act forms as any private or public limited company — AOC-4 for financial statements, MGT-7 or MGT-7A for the annual return, ADT-1 for auditor appointment, and DIR-3 KYC for directors — alongside CHG-1 for charge registration on secured borrowings, which tends to be more frequent for NBFCs given their lending and borrowing structure.
CHG-1 is the form used to register a charge (security interest) created over a company’s assets, typically for secured borrowings. NBFCs generate more of these filings than a typical company because their business model involves regularly raising secured debt to fund lending, and each new charge, modification, or satisfaction requires its own timely filing.
It becomes mandatory once an NBFC crosses the turnover or paid-up capital thresholds specified under Section 204 of the Companies Act, 2013, the same thresholds that apply to any other company of comparable size. Below those thresholds, Secretarial Audit isn’t compulsory, though many NBFCs opt into it voluntarily as good governance practice.
Missed ROC filings attract additional fees that increase the longer the default continues, and repeated defaults can lead to director disqualification under Section 164 or, in more serious cases, compounding of offences. A poor ROC compliance record also tends to surface during buyer-side due diligence if the NBFC is ever acquired or reviewed under RBI’s Scale Based Regulation framework.
Qualified Company Secretary · ICSI Member · Founder, Expertvuw Management Pvt Ltd
Chetna has guided NBFC promoters through RBI’s COR process end to end, with particular focus on structuring the Net Owned Fund and business plan so the application survives first-round RBI scrutiny rather than coming back with a query.