Every private limited company must file annual returns (MGT-7) and financial statements (AOC-4) with the Registrar of Companies (ROC). Missing these deadlines results in penalties of ₹100-₹300 per day + director disqualification + striking off the company.
But many directors don't know what needs to be filed, by when, or what documents are required. The result? Accumulated penalties of ₹50,000-₹2 lakhs for non-compliance.
This complete guide explains all ROC annual compliances—MGT-7, AOC-4, ADT-1, board meetings, and AGM requirements—with deadlines, documents needed, and step-by-step filing process.
What is ROC Annual Compliance?
ROC (Registrar of Companies) is the government body under the Ministry of Corporate Affairs (MCA) that regulates all companies in India. Every company incorporated under the Companies Act 2013 must file certain documents annually to remain compliant.
Why ROC Compliance Matters
- Legal requirement: Mandatory under Companies Act 2013
- Avoid penalties: Non-compliance = heavy penalties + prosecution
- Maintain active status: Non-filing can lead to company being struck off
- Bank loans & funding: Banks check ROC compliance before lending
- Investor confidence: Investors verify compliance before investing
Main Annual Compliances for Private Limited Companies
| Form | Purpose | Due Date | Penalty |
|---|---|---|---|
| MGT-7 | Annual Return | 60 days from AGM date | ₹100/day (Director + Company) |
| AOC-4 | Financial Statements | 30 days from AGM date | ₹100/day (Director + Company) |
| ADT-1 | Auditor Appointment | 15 days from AGM date | ₹300/day + ₹5 lakh (Auditor) |
| DIR-3 KYC | Director KYC | 30th September every year | ₹5,000 + DIN deactivation |
| Board Meetings | Minimum 4 per year | Max 120 days gap | ₹25,000 per director |
| AGM | Annual General Meeting | Within 6 months of FY end | ₹1 lakh (Company) + ₹25,000 (Director) |
Form MGT-7: Annual Return
📄 MGT-7 (Annual Return)
Snapshot of company's shareholding, directors, registered office, and business activities for the financial year.
Within 60 days from the date of AGM
Example: If AGM held on 15th September 2026, MGT-7 due by 14th November 2026
- List of directors with DIN, address, shareholding
- Shareholding pattern (no. of shares held by each shareholder)
- Details of any changes in directors/shareholders during the year
- Details of board meetings and resolutions
- Registered office address proof
Company Secretary (if appointed) or Director + CA/CS/CMA in practice
₹100 per day of delay for both Company AND each Director (cumulative)
Example: 100 days late with 2 directors = ₹100 × 100 days × 3 (company + 2 directors) = ₹30,000
Form AOC-4: Financial Statements
📊 AOC-4 (Financial Statements)
Filing of audited financial statements (Balance Sheet, P&L, Cash Flow, Auditor's Report) with ROC.
Within 30 days from the date of AGM
Example: If AGM held on 15th September 2026, AOC-4 due by 14th October 2026
- Balance Sheet (as on 31st March)
- Profit & Loss Statement
- Cash Flow Statement
- Notes to Accounts
- Director's Report
- Auditor's Report
- Board Resolution approving accounts
Director + CFO/Company Secretary (if appointed)
₹100 per day for both Company AND each Director
Form ADT-1: Auditor Appointment
🔍 ADT-1 (Appointment of Auditor)
Intimation to ROC about appointment of statutory auditor.
Within 15 days from the date of AGM
- First auditor appointment (within 30 days of incorporation)
- Every year after AGM (even if same auditor continues)
- Casual vacancy filled (within 30 days)
Company: ₹300 per day
Auditor: ₹5 lakh penalty if they function without ADT-1 filed
Annual General Meeting (AGM) Requirements
Every private limited company must hold an AGM where shareholders approve financial statements and appoint auditors.
AGM Key Points
- Timing: Within 6 months from end of financial year (i.e., by 30th September for March year-end)
- Gap between AGMs: Maximum 15 months gap allowed
- First AGM: Within 9 months of incorporation (can skip first year if incorporated after Sept)
- Notice: 21 days clear notice to all shareholders
- Agenda: Adoption of accounts, director appointments, auditor appointment, dividend declaration
- Minutes: Maintain proper minutes of meeting
⚠️ AGM Not Required in Special Cases
One Person Company (OPC) is exempt from holding AGM. However, all financial statements must still be filed with ROC.
Board Meetings Requirements
In addition to AGM, companies must hold regular Board of Directors meetings.
- Frequency: Minimum 4 board meetings per year
- Gap: Maximum 120 days between two meetings
- Quorum: 1/3rd of total directors or 2 directors (whichever is higher)
- Notice: 7 days advance notice to all directors
- Minutes: Board resolution book must be maintained
Complete ROC Annual Compliance Timeline
| Month | Activity | Form/Meeting |
|---|---|---|
| March 31 | Financial Year Ends | Close books, prepare accounts |
| April-August | Audit | Statutory audit of financial statements |
| By Sept 30 | Hold AGM | Annual General Meeting |
| Within 15 days of AGM | File Auditor Appointment | Form ADT-1 |
| Within 30 days of AGM | File Financial Statements | Form AOC-4 |
| Within 60 days of AGM | File Annual Return | Form MGT-7 |
| Sept 30 (Every Year) | Director KYC | Form DIR-3 KYC (all directors) |
| Throughout Year | Board Meetings | Minimum 4 meetings (max 120 days gap) |
Penalties for Non-Compliance
🚨 Consequences of Non-Filing
1. Daily Penalties (Section 92, 137)
- MGT-7: ₹100/day (Company + Each Director)
- AOC-4: ₹100/day (Company + Each Director)
- ADT-1: ₹300/day (Company) + ₹5L (Auditor if functioning without filing)
2. Director Disqualification (Section 164)
If company fails to file 3 consecutive annual returns/financial statements, all directors are disqualified for 5 years from being appointed as director in any other company.
3. Striking Off Company (Section 248)
Non-filing for 2+ years can lead to ROC striking off the company from the register (company ceases to exist).
4. Bank Account Issues
Banks may freeze accounts if company status shows as "non-compliant" on MCA portal.
5. Legal Proceedings
Prosecution of directors under Companies Act—fine + imprisonment possible in extreme cases.
How to File ROC Returns Online
- Get Digital Signature Certificate (DSC): All directors need DSC for filing
- Login to MCA Portal: www.mca.gov.in → MCA Services → E-filing
- Select Form: Choose MGT-7/AOC-4/ADT-1 based on requirement
- Fill Details: Enter company details, attach documents
- Attach Documents: Upload Board Resolution, Financial Statements, etc.
- Sign with DSC: All signatories digitally sign the form
- Pay Fees: Pay filing fees online (₹200 for normal filing)
- Submit: File the form, download acknowledgment (SRN number)
ROC Compliance Checklist
Annual Compliance Checklist
Close financial year books, prepare draft accounts
Get statutory audit completed, auditor's report signed
Hold AGM, approve accounts, appoint auditor
File Form ADT-1 (Auditor Appointment)
File Form AOC-4 (Financial Statements)
File Form MGT-7 (Annual Return)
All directors file DIR-3 KYC
Hold minimum 4 board meetings (max 120 days gap)
Frequently Asked Questions
Q1: Can I hold AGM and file forms even after the due date?
A: Yes, but you'll pay additional fees (late filing fees of ₹100-₹300/day). It's better to file late than not file at all. ROC offers condonation of delay schemes periodically.
Q2: What if I miss filing for multiple years?
A: File all pending returns immediately under LLP Settlement Scheme or Condonation of Delay. Penalties will be high, but filing prevents director disqualification and company strike-off.
Q3: Do I need a Company Secretary for these filings?
A: Not mandatory for private limited companies. A CA or CS in practice can sign and file these forms. Many companies use CA firms for this.
Q4: What documents do I need for AGM?
A: Audited financial statements, director's report, notice of AGM, attendance sheet, minutes book. CA can help prepare all these.
Q5: Is there any exemption for small companies?
A: Small companies (paid-up capital ≤ ₹50L, turnover ≤ ₹2Cr) get some relaxations in financial statement disclosures, but AGM and ROC filings are still mandatory.
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