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
C. Form ADT-1
Purpose
Appointment/Reappointment of Auditor
Due Date
Within 15 days of AGM
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
4. Event-Based ROC Compliances
These compliances are triggered whenever a specific event occurs.
| Event | Form |
|---|---|
| Appointment/Resignation of Director | DIR-12 |
| Change in Registered Office | INC-22 |
| Increase in Authorized Capital | SH-7 |
| Allotment of Shares | PAS-3 |
| Creation/Modification of Charge | CHG-1 |
| Transfer of Shares | SH-4 (internal documentation) |
| Change of Company Name | INC-24 |
| Change in MOA/AOA | MGT-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
BEN-2
Disclosure of Significant Beneficial Ownership (SBO).
Due Date
Within 30 days of receipt of declaration/change.
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)
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)
| Compliance | Due Date |
|---|---|
| Board Meetings | Minimum 4 yearly |
| AGM | 30 September |
| DIR-3 KYC | 30 September |
| ADT-1 | Within 15 days of AGM |
| AOC-4 | Within 30 days of AGM |
| MGT-7 | Within 60 days of AGM |
| DPT-3 | 30 June |
| MSME-1 | 30 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.
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)
