Approval Services — ROC, RD & HQ

Q: What is the difference between ROC, Regional Director, and MCA/HQ approvals?

ROC handles routine approvals like AGM extensions and name reservations. The Regional Director handles inter-state office shifts and Section 8 conversions. MCA/HQ handles auditor removal, MD remuneration beyond limits, and significant schemes.

Q: How long does it take to get ROC approval for an AGM extension?

Applications must be made before the AGM due date. ROC typically processes within 2 to 4 weeks, granting extension for up to 3 months. The extension does not apply to a company's first AGM.

Q: What is the procedure for shifting registered office from one state to another?

Requires board resolution, special resolution, newspaper publication, creditor notice, Income Tax NOC, Regional Director application in INC-23, and after RD approval, INC-28 with the new ROC. Process takes 2 to 3 months.

Q: When is condonation of delay required and how is it obtained?

Required when a company has failed to file within prescribed time and wants to regularise without prosecution. Application to ROC or RD/CG stating reasons for delay; additional fees payable on delayed forms.

Q: Can a private company be converted to a public company and vice versa?

Yes. Private to public: special resolution + INC-27. Public to private: special resolution + NCLT approval under Section 14(1). Conversion takes effect from the date of amended Certificate of Incorporation.

Expert Representation and Filing for Company Law Approvals from the ROC, Regional Director, and Ministry of Corporate Affairs

Certain corporate actions require prior approval from regulatory authorities — the Registrar of Companies (ROC), the Regional Director (RD), or the Ministry of Corporate Affairs (MCA/HQ) — before they can be implemented. These include extension of AGM timelines, shifting of registered office between states, conversion of company type, name availability approval, and other matters requiring authorisation beyond routine ROC filings.

Navigating approval processes at ROC, RD, and HQ requires accurate applications, supporting documentation, proper legal grounds, and — in many cases — follow-up hearings or representations. Our approval services cover the full spectrum from application preparation to final order receipt. These connect with our change management services, annual filings, and compliance services for businesses undergoing corporate restructuring or regularisation.

Our Approval Services

AGM Extension (ROC)

Filing of application to the ROC for extension of time to hold the Annual General Meeting where a company is unable to hold the AGM within the prescribed timeline due to valid reasons.

Registered Office Shift — State to State (RD)

Preparation and filing of application to the Regional Director for approval of change of registered office from one state to another, including publication and creditor/member objection procedures.

Condonation of Delay (ROC/RD)

Applications for condonation of delay in filing statutory forms beyond prescribed timelines where the delay is due to genuine reasons — avoiding higher penalties or strike-off risk.

Name Reservation & Approval (ROC)

Filing of RUN (Reserve Unique Name) form and Part A of SPICe+ for name availability approval, including legal analysis of name similarity and compliance with MCA naming guidelines.

Conversion of Company Type (RD/MCA)

Applications for conversion of a private company to public or vice versa, conversion of a company to or from Section 8 status, and conversion of guarantee company to share capital company.

Auditor Removal Approval (MCA/HQ)

Filing of Form ADT-2 and supporting application to the Central Government for prior approval of statutory auditor removal before the expiry of the audit term under Section 140(1).

When is ROC, RD, or HQ Approval Required?

ROC approval is required for extension of AGM time under Section 96(1) — application must be made before AGM due date
RD approval is required for change of registered office from one state to another under Section 13(4)
RD approval is also required for conversion of Section 8 (not-for-profit) company to any other type
Central Government (MCA/HQ) approval is needed for statutory auditor removal before term expiry under Section 140(1)
MCA/HQ approval is required for appointment of managing director beyond the prescribed maximum tenure or remuneration limits
Condonation of delay applications to ROC can prevent strike-off for companies with outstanding filings
Name approval through RUN must be obtained before proceeding with company incorporation or name change

Frequently Asked Questions

What is the difference between ROC, Regional Director, and MCA/HQ approvals?

The Registrar of Companies (ROC) handles day-to-day company law filings and routine approvals such as AGM extensions and name reservations for companies within its jurisdiction. The Regional Director (RD) handles larger or more sensitive matters affecting multiple jurisdictions — such as inter-state registered office shifts and Section 8 conversions. The Ministry of Corporate Affairs (MCA/HQ) handles the most significant approvals including auditor removal, managing director remuneration beyond limits, and certain schemes of arrangement.

How long does it take to get ROC approval for an AGM extension?

An application for AGM extension must be made to the ROC before the AGM is due — i.e., before 30 September for a company with a March year-end. The ROC typically processes AGM extension applications within 2 to 4 weeks. The extension is granted for a period not exceeding 3 months, and it does not apply to the first AGM of a company. It is important to file well in advance to receive approval before the original deadline.

What is the procedure for shifting registered office from one state to another?

Shifting a registered office from one state to another requires: (1) board resolution; (2) special resolution by shareholders; (3) publication of notice in a newspaper in the state from which the office is being shifted; (4) serving notice on creditors and ROC; (5) obtaining No Objection from Income Tax Department; (6) filing application to the Regional Director in Form INC-23; and (7) after RD approval, filing INC-28 with the new state's ROC. The process typically takes 2 to 3 months.

When is condonation of delay required and how is it obtained?

Condonation of delay is required when a company has failed to file a form within the prescribed time and wishes to regularise the default without facing prosecution. Applications are made to the ROC for most routine forms, or to the Regional Director / Central Government for more significant matters. The application must state the reasons for delay, and the authority may grant condonation with or without conditions. Additional fees are payable on the delayed forms in addition to the condonation application fee.

Can a private company be converted to a public company and vice versa?

Yes. A private company can be converted to a public company by passing a special resolution and altering its Articles of Association, followed by filing Form INC-27 with the ROC. Conversely, a public company can convert to a private company by passing a special resolution, but this requires prior approval of the Tribunal (NCLT) under Section 14(1). The conversion takes effect from the date of amendment of the Certificate of Incorporation issued by the ROC.