TL;DR: Every private limited company in India must file Form MGT-7 (annual return) within 60 days of the AGM and Form AOC-4 (financial statements) within 30 days of the AGM. The AGM must be held by 30 September for FY ending 31 March. Late filing attracts ₹100/day per form. Directors must also complete DIR-3 KYC by 30 September each year. Failure to comply can lead to company strike-off and director disqualification.
Running a private limited company in India comes with mandatory annual compliance obligations with the Registrar of Companies (RoC). Missing these filings is not just a financial penalty risk — prolonged defaults can result in the company being struck off the register and directors being barred from future directorships.
This guide covers every major ROC compliance obligation for a private limited company, the deadlines, the applicable forms and the consequences of non-compliance.
What is ROC Compliance?
ROC (Registrar of Companies) compliance refers to the filings and obligations that every registered company must fulfil under the Companies Act, 2013 and the rules made thereunder. The RoC is an office under the Ministry of Corporate Affairs (MCA) that maintains a register of all companies incorporated in India.
Annual compliance filings are mandatory for every private limited company, regardless of whether the company has commenced operations, has any revenue, or is dormant.
Annual Compliance Calendar for a Private Limited Company
The financial year for most Indian companies runs from 1 April to 31 March. The key annual compliance deadlines are:
| Compliance | Form / Action | Due Date |
|---|---|---|
| Statutory audit | By a Chartered Accountant | Before AGM |
| Annual General Meeting (AGM) | — | On or before 30 September |
| Financial statements filing | AOC-4 / AOC-4 XBRL | Within 30 days of AGM |
| Annual return filing | MGT-7 / MGT-7A | Within 60 days of AGM |
| Director KYC | DIR-3 KYC / DIR-3 KYC-Web | 30 September every year |
| Income tax return | ITR-6 | 31 October (audit cases) |
| MCA Form ADT-1 (Auditor appointment) | ADT-1 | Within 15 days of auditor appointment at AGM |
Note: MCA periodically extends due dates through general circulars. Always verify on mca.gov.in before assuming that a due date applies.
Mandatory Annual Filings Explained
1. Annual General Meeting (AGM)
Every private limited company must hold an Annual General Meeting (AGM) in each calendar year. For a company with a financial year ending 31 March, the AGM must be held on or before 30 September of the following year.
At the AGM, shareholders:
- Adopt the financial statements (audited accounts)
- Declare dividends (if any)
- Appoint or re-appoint directors and auditors
- Consider any other business
The first AGM of a newly incorporated company must be held within 9 months from the close of the first financial year. Subsequent AGMs must be held within 6 months from the close of the financial year.
2. Statutory Audit
A private limited company must get its accounts audited by a Chartered Accountant every year, regardless of its turnover or size. This applies even to dormant companies and companies with no transactions.
The auditor submits an Auditor's Report, which is attached to the financial statements filed with the RoC.
The board must appoint an auditor at the first AGM. The auditor holds office for 5 consecutive years, subject to ratification at each AGM (if the company's articles require it). ADT-1 must be filed with the RoC within 15 days of the AGM.
3. AOC-4 — Filing of Financial Statements
Form AOC-4 is used to file the company's financial statements with the RoC. It includes:
- Balance Sheet
- Statement of Profit and Loss
- Cash Flow Statement (for applicable companies)
- Auditor's Report
- Directors' Report
- Notes to accounts
| Item | Detail |
|---|---|
| Form | AOC-4 (standard) or AOC-4 XBRL (for companies above prescribed thresholds) |
| Due date | Within 30 days of the date of the AGM |
| Signatory | Two directors + company secretary (if applicable); attested by CA |
| Late fee | ₹100 per day from the due date |
XBRL filing is mandatory for listed companies and certain other categories (paid-up capital above ₹5 Cr or turnover above ₹100 Cr). Most private limited companies file AOC-4 (standard) unless they exceed these thresholds.
4. MGT-7 — Annual Return
Form MGT-7 is the Annual Return, which provides a snapshot of the company's structure and membership as on the last day of the financial year (31 March).
MGT-7 contains:
- Registered office address and principal place of business
- Shares and debentures (amount, type, transfers during the year)
- Indebtedness
- Details of directors and key managerial personnel
- Board meetings held and attendance
- Shareholding pattern
- Related party transactions
| Item | Detail |
|---|---|
| Form | MGT-7 (most companies) or MGT-7A (small companies and OPCs) |
| Due date | Within 60 days of the date of the AGM |
| Certified by | Company Secretary in practice (mandatory for certain company categories) |
| Late fee | ₹100 per day from the due date |
Small companies (paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore, as amended) and One Person Companies file the simplified MGT-7A form.
5. Director KYC — DIR-3 KYC
Every person holding a Director Identification Number (DIN) must complete DIR-3 KYC by 30 September every year to keep the DIN active.
For detailed guidance, refer to our DIR-3 KYC guide.
If DIR-3 KYC is not filed, the DIN is marked as "Deactivated due to non-filing of KYC". A deactivated DIN renders the director unable to sign any company documents or filings. Reactivation requires filing DIR-3 KYC-Web and paying a ₹5,000 fee.
Board Meetings — Minimum Requirement
Every private limited company must hold a minimum of 4 board meetings per year, with no more than a 120-day gap between two consecutive meetings.
Key board meeting compliance requirements:
| Item | Requirement |
|---|---|
| Notice | 7 days' written notice to every director; shorter notice with consent of directors |
| Quorum | One-third of total directors or 2 directors, whichever is higher |
| Minutes | Must be prepared and maintained in the Minutes Book within 30 days of the meeting |
| Agenda items | First board meeting of the year typically covers adoption of accounts, appointment of auditor etc. |
Smaller companies (as defined) may hold as few as 2 board meetings per year, with not more than 90 days between any two meetings. Check the definition of "small company" under the Companies Act as amended, since the thresholds have been revised.
Other Annual Compliance Obligations
Director's Report
The Board of Directors must prepare a Director's Report for each financial year, which is attached to the financial statements and filed in AOC-4. The Director's Report covers a range of disclosures required under the Companies Act including:
- Financial highlights and dividend recommendation
- Changes in directors and key managerial personnel
- Number of board meetings held
- Declarations on internal financial controls
- CSR activities (if applicable)
- Related party transaction disclosures
- Details of loans, guarantees and investments
Auditor Appointment (ADT-1)
If the AGM appoints or re-appoints an auditor, Form ADT-1 must be filed with the RoC within 15 days of the appointment. This applies when:
- A new auditor is appointed
- An existing auditor is ratified for a new term
- An auditor resigns and a replacement is appointed
Maintenance of Statutory Registers
All companies must maintain the following registers at the registered office:
- Register of Members
- Register of Directors and Key Managerial Personnel
- Register of Contracts or Arrangements in which Directors are Interested
- Register of Loans and Investments
- Minutes Books (board meetings and general meetings)
These are physical registers that must be maintained in the prescribed format and must be available for inspection.
Late Filing Penalties
The penalty for late filing of most company forms (including MGT-7 and AOC-4) is ₹100 per day from the due date until the date of actual filing. There is no maximum cap on this additional fee.
Illustrative penalty calculation:
| Delay | Additional Fee per Form |
|---|---|
| 30 days | ₹3,000 |
| 90 days | ₹9,000 |
| 180 days | ₹18,000 |
| 365 days | ₹36,500 |
When both MGT-7 and AOC-4 are delayed, penalties accumulate on each form independently.
Consequences of Non-Compliance
Failing to meet ROC compliance obligations has serious consequences beyond monetary penalties:
Strike-Off Under Section 248
If a company fails to commence business within 180 days of incorporation, or fails to file financial statements and annual returns for 2 consecutive financial years, the RoC can initiate the process to strike the company off the register. A struck-off company ceases to be recognised as a legal entity.
Director Disqualification Under Section 164(2)
If a company fails to file annual returns or financial statements for 3 consecutive financial years, all its directors are disqualified under Section 164(2) of the Companies Act. A disqualified director cannot be appointed as a director in any company for a period of 5 years from the date of disqualification.
Disqualification applies automatically — it does not require a court order. It affects directors of all companies in which the disqualified person is a director, not just the defaulting company.
Prosecution
Persistent non-compliance can result in prosecution under the Companies Act, with penalties on the company and its officers in default.
Compliance Calendar Summary (April–March Financial Year)
| Month | Compliance Activity |
|---|---|
| April–June | Statutory audit of previous year accounts |
| By 30 September | Hold AGM; file DIR-3 KYC for all directors |
| Within 30 days of AGM | File AOC-4 with audited financial statements |
| Within 60 days of AGM | File MGT-7 annual return |
| Within 15 days of AGM | File ADT-1 (auditor appointment) |
| By 31 October | File income tax return (audit cases) |
| Throughout the year | Hold minimum 4 board meetings; maintain statutory registers |
Getting Your Compliance in Order
Companies that have missed past filings can file forms with the applicable late fee. For companies that are very significantly behind and facing strike-off risk, a Condonation of Delay Scheme (when notified by MCA) or an application to the Regional Director may be options, though these are not always available.
For ongoing ROC annual compliance management, working with a Company Secretary firm ensures that deadlines are tracked, documents are prepared well in advance and filings are made on time.
This article is for general information only and does not constitute legal or professional advice. The Companies Act, MCA rules and due dates are subject to amendment. Consult a Company Secretary or Chartered Accountant for compliance advice specific to your company.
India Comply provides annual compliance services for private limited companies, LLPs and OPCs. Contact us to set up a compliance calendar for your company.
Frequently Asked Questions
What is the due date for filing MGT-7 (Annual Return) for a private limited company?
MGT-7 (or MGT-7A for small companies and OPCs) must be filed within 60 days from the date of the Annual General Meeting (AGM). For companies with a financial year ending 31 March and holding the AGM on or before 30 September, the MGT-7 due date is typically 28 November.
What is the due date for filing AOC-4 (Financial Statements) with the RoC?
AOC-4 must be filed within 30 days from the date of the AGM. For most companies with a March year-end and AGM held on or before 30 September, the AOC-4 due date falls around 29 October. The MCA sometimes extends these deadlines; always check the MCA portal for circulars.
What is the late filing penalty for ROC forms?
Late filing of most ROC forms, including MGT-7 and AOC-4, attracts an additional fee of ₹100 per day per form from the due date until the date of actual filing. There is no cap on this additional fee, which means prolonged delays can result in significant penalties.
How many board meetings must a private limited company hold each year?
A private limited company must hold a minimum of 4 board meetings in a calendar year, with a maximum gap of 120 days between any two consecutive meetings. Smaller companies (as defined under the Companies Act) that are not holding companies or subsidiaries may hold as few as 2 board meetings in a year.
What happens if a private limited company does not comply with ROC annual filing requirements?
Non-compliance with ROC filings can result in the company being marked as 'defaulting', accumulation of heavy late fees, strike-off from the register under Section 248 of the Companies Act, and directors being disqualified under Section 164(2) from being appointed as director in any company for 5 years.