ROC Compliances for Private Limited Companies in India Every Ministry of Corporate Affairs registered private limited company is required to comply with annual, event-based, and periodic filings under the Companies Act, 2013. These compliances are filed with the Registrar of Companies (ROC) through the MCA portal. Even if the company has: No turnover No business activity No bank transactions No profit ROC compliances are still mandatory. (Tax Garden) 1. Annual ROC Compliances A. Conduct Board Meetings A private limited company must hold: Minimum 4 Board Meetings every year Gap between two meetings should not exceed 120 days For small companies/startups, lesser requirements may apply in certain cases. (Tax Garden) B. Annual General Meeting (AGM) Every private limited company (except OPC) must conduct an AGM every financial year. Due Date On or before 30 September following the financial year Important Points AGM must be held during business hours Minimum 21 clear days’ notice required Financial statements are approved in AGM Example:For FY 2025–26, AGM should generally be held by 30 September 2026. (Tax Garden) 2. ROC Annual Filing Forms A. Form AOC-4 Purpose Filing of: Balance Sheet Profit & Loss Account Cash Flow Statement Auditor’s Report Directors’ Report Due Date Within 30 days of AGM Example:If AGM is held on 30 September 2026: AOC-4 due date = 30 October 2026 Applicable Section Section 137 of Companies Act, 2013. (IndiaFilings) B. Form MGT-7 / MGT-7A Purpose Annual Return containing: Shareholding pattern Directors details Registered office details Members and debenture holders Corporate governance information Due Date Within 60 days of AGM Example:If AGM held on 30 September 2026: MGT-7 due date = 29 November 2026 MGT-7A Applicable for: OPC Small Companies (IndiaFilings) C. Form ADT-1 Purpose Appointment/Reappointment of Auditor Due Date Within 15 days of AGM (IndiaFilings) 3. Director Related Compliances DIR-3 KYC Every director having DIN must complete KYC filing. Due Date Generally by 30 September. Consequence of Non-Filing DIN gets deactivated ₹5,000 reactivation fee may apply (Tax Garden) 4. Event-Based ROC Compliances These compliances are triggered whenever a specific event occurs. EventFormAppointment/Resignation of DirectorDIR-12Change in Registered OfficeINC-22Increase in Authorized CapitalSH-7Allotment of SharesPAS-3Creation/Modification of ChargeCHG-1Transfer of SharesSH-4 (internal documentation)Change of Company NameINC-24Change in MOA/AOAMGT-14 (TaxGuru) 5. Post Incorporation Compliances A. INC-20A Purpose Declaration of Commencement of Business Due Date Within 180 days of incorporation Applicable To Companies incorporated with share capital. Failure may result in: Heavy penalties Strike off risk (TaxGuru) B. First Auditor Appointment The Board must appoint the first auditor: Within 30 days of incorporation (Reddit) 6. Other Important ROC Compliances DPT-3 Purpose Return of: Outstanding loans Advances Deposits Due Date 30 June every year. Even NIL filing may be required in many cases. (CS Prashant Kumar) MSME-1 Applicable if payment to MSME suppliers exceeds 45 days. Due Dates 30 April 31 October (CS Prashant Kumar) BEN-2 Disclosure of Significant Beneficial Ownership (SBO). Due Date Within 30 days of receipt of declaration/change. (CS Prashant Kumar) 7. Maintenance of Statutory Registers & Records Every company must maintain: Register of Members Register of Directors Share Certificate records Minutes Books Books of Accounts Common seal records (if applicable) These may be inspected by authorities during inquiry or audit. 8. Income Tax & Other Allied Compliances Apart from ROC filings, companies also need: Income Tax Return filing TDS compliances GST filings (if applicable) PF/ESI compliances Audit compliances FEMA compliances (for foreign investment) (PSR Compliance) 9. Penalties for Non-Compliance Non-filing can lead to: ₹100 per day late fees for ROC forms Director disqualification DIN deactivation Company strike off Prosecution in severe cases AOC-4 and MGT-7 late filing fees generally continue without upper cap. (Tax Garden) 10. Basic ROC Compliance Calendar (For Normal Companies) ComplianceDue DateBoard MeetingsMinimum 4 yearlyAGM30 SeptemberDIR-3 KYC30 SeptemberADT-1Within 15 days of AGMAOC-4Within 30 days of AGMMGT-7Within 60 days of AGMDPT-330 JuneMSME-130 April & 31 October 11. ROC Compliance for Dormant or Nil Companies Even if the company: Has no business Has no turnover Is inactive Annual ROC filing is still compulsory until: Company is struck off, or Dormant status is obtained. (Tax Garden) 12. Recent MCA Relief Schemes The Government periodically introduces compliance settlement schemes such as CCFS-2026 for defaulting companies to regularise pending filings at reduced additional fees. (TaxGuru)
