ROC vs RBI vs SEBI vs DGFT vs FSSAI — What They Do and When to Deal With Them

The ROC (Registrar of Companies, under the Ministry of Corporate Affairs) registers companies and LLPs and receives their annual filings; the RBI regulates banks, NBFCs, payments and foreign exchange under FEMA; and SEBI regulates the securities market, meaning listed companies, IPOs, brokers and funds. A typical private company deals with the ROC every year, with the RBI only when money crosses the border, and with SEBI only if it lists or raises money from the public.

Indian businesses interact with multiple regulators — ROC, RBI, SEBI, DGFT, FSSAI, EPFO, ESIC, Income Tax Department, GST, MCA, MSME Ministry. In this guide, updated for October 2026, we explain what each regulator does and when you need to deal with them.

ROC vs RBI vs SEBI at a Glance

1. MCA (Ministry of Corporate Affairs) + ROC

What: Regulator for companies, LLPs, Section 8, Nidhi. Maintains the master data of all companies / LLPs in India. Interaction: company incorporation, annual returns, director changes, capital changes, conversions, strike-off. Penalty: late AOC-4 and MGT-7 filings attract an additional fee of ₹100/day each. ROC jurisdiction is decided by the location of the registered office: usually one ROC per state (e.g., ROC Bangalore for Karnataka), but since 16 February 2026 some states are split by district (e.g., ROC NCT of Delhi-I and Delhi-II, ROC Mumbai-I and Mumbai-II). Incorporations are processed centrally by the Central Registration Centre (CRC), and voluntary strike-off applications by C-PACE, so not every filing goes to your local ROC.

2. RBI (Reserve Bank of India)

What: Central bank of India. Regulates banks, NBFCs, payment systems, foreign exchange (FEMA). Interaction: FEMA compliance (foreign investments, foreign remittances, ODI, FLA return), bank account opening, working capital, foreign currency transactions. Most FEMA reports are filed through your authorised dealer (AD) bank, not with the RBI directly. Penalty: under Section 13 of FEMA, up to three times the sum involved where it can be quantified, or up to ₹2 lakh where it cannot, plus up to ₹5,000 a day for a continuing contravention. FEMA is civil law; many contraventions can be compounded.

3. SEBI (Securities and Exchange Board of India)

What: Regulator for the securities market. Companies Act + SEBI regulations. Interaction: fundraise from public (IPO, FPO), listed company compliance (LODR), insider trading, takeover code, takeover of listed companies, FPIs / FIIs. Penalty: monetary penalties under Section 15 of the SEBI Act (for insider trading, up to ₹25 crore or three times the profit made, whichever is higher), disgorgement of gains, debarment from the market and, for serious offences, prosecution.

4. DGFT (Directorate General of Foreign Trade)

What: Regulator for import / export. Issues IEC (Import Export Code), advance authorisation, EPCG license and RoDTEP benefits (MEIS ended on 31 December 2020). Interaction: IEC application, IEC modification and the yearly April–June IEC update, advance authorisation (for duty-free import of inputs), EPCG (for capital goods), RoDTEP (export incentives). Penalty: under Section 11 of the Foreign Trade (Development and Regulation) Act, 1992, a penalty of at least ₹10,000 and up to five times the value of the goods, services or technology involved, whichever is more.

5. FSSAI (Food Safety and Standards Authority of India)

What: Regulator for food safety. Issues FSSAI license / registration. Interaction: FSSAI Basic / State / Central license (perpetual from 2026, with annual returns where required), product approval, label review, food recalls. Penalty: running a food business that needs a licence without one is punishable under Section 63 of the Food Safety and Standards Act, 2006 with up to six months' imprisonment and a fine of up to ₹5 lakh; other breaches carry separate penalties and product seizure.

6. Income Tax Department

What: Administering direct taxes — income tax, corporate tax, TDS, capital gains. From 1 April 2026 the Income-tax Act, 2025 applies (tax year 2026-27); returns for FY 2025-26 (AY 2026-27) are still under the 1961 Act. Interaction: PAN, TAN, ITR, TDS, tax audit, transfer pricing, international taxation, GAAR / BEPS. Penalty: 50% of the tax on under-reported income, 200% where income is misreported, interest for late payment, and prosecution of up to 7 years for wilful evasion.

7. GST Department (CBIC and State) + GSTN

What: Indirect tax — GST. CBIC and the state tax departments administer GST; GSTN runs the portal. Interaction: GST registration, GSTR-1, GSTR-3B, GSTR-9, GSTR-9C, GST audit, e-invoicing, e-way bill, GST refund, GST LUT. Penalty: interest at 18% a year on tax paid late (Section 50), a penalty equal to the tax in fraud cases, and prosecution for large frauds.

8. EPFO (Employees' Provident Fund Organisation)

What: Regulator for EPF (Employees' Provident Fund). Interaction: PF registration, monthly ECR filing, KYC linking, PF withdrawal, PF transfer, EDLIS, pension (EPS). Penalty: late PF payment attracts interest (12% a year under the old Section 7Q of the EPF Act) plus damages (old Section 14B). From 21 November 2025 the EPF Act has been replaced by the Code on Social Security, 2020, so check the current provision before quoting a section.

9. ESIC (Employees' State Insurance Corporation)

What: Regulator for ESI (Employees' State Insurance). Interaction: ESI registration, monthly contribution filing, annual return, employee benefits. Penalty: late ESI payment attracts interest at 12% a year plus damages (old Section 85B of the ESI Act, now part of the Code on Social Security, 2020 from 21 November 2025), and prosecution in serious cases.

10. MSME Ministry + DIC

What: Regulator for Micro, Small, Medium Enterprises. Interaction: Udyam / MSME registration, government schemes (PMEGP and others), MSME Samadhaan (delayed payment complaint). Penalty: none for registration, but a buyer who pays a micro or small enterprise late owes compound interest at three times the bank rate notified by the RBI (Section 16, MSMED Act, 2006).

11. State Government — Labour Department

What: State-level regulator for labour, shop, factories, professional tax. Interaction: Shop & Establishment License, Factory License, Professional Tax registration, Contract Labour License, Building & Other Construction Workers (BOCW) registration. Penalty: varies by state.

12. Municipal Corporation / Local Body

What: Local regulator for trade license, health, building, fire. Interaction: Trade License, Health License, Fire NOC, Building Use Certificate, Property Tax. Penalty: varies by city.

13. NCLT / NCLAT

What: National Company Law Tribunal / Appellate Tribunal. Quasi-judicial body for company disputes. Interaction: mergers, demergers, oppression / mismanagement, winding up, corporate insolvency (IBC). Penalty: NCLT orders are binding + can include fines + damages + imprisonment.

Quick Reference

Worked Example: One Funding Round, Three Regulators

A private company raises ₹1 crore from a Singapore fund and ₹20 lakh from an Indian angel. The ROC side: a board and shareholder approval, Form MGT-14 for the special resolution, a private placement offer, and Form PAS-3 within 15 days of allotment. The RBI side: the foreign money comes through the AD bank, shares are issued within 60 days, and Form FC-GPR is filed on FIRMS within 30 days of issue, followed by the FLA return by 15 July. SEBI is not involved, because the company is unlisted and the offer is private. A valuation report is still needed, because FEMA pricing rules do not allow shares to be issued to the foreign fund below fair value.

Frequently Asked Questions

Related: annual compliance for private limited companies, FEMA compliance for foreign investment reporting, IEC registration with the DGFT, and shifting the registered office to another ROC.