Annual ROC Compliance Checklist for Private Limited Companies

For Private Limited Companies in India, annual compliance isn't optional — it's the law. Miss a filing and you're looking at penalties of ₹100–₹200 per day, per form. Miss multiple filings and the MCA can mark your company as "struck off." Here's every compliance requirement your Pvt Ltd must meet each financial year.

The Annual Compliance Calendar

Form AOC-4 — Financial Statements

Every Pvt Ltd must file its financial statements (Balance Sheet, P&L, Cash Flow, Directors' Report, Auditor's Report) with the MCA within 30 days of its AGM using Form AOC-4.

• Due date: Within 30 days of AGM (AGM must be held by 30 September)
• Penalty: ₹100 per day of default (no maximum cap)
• Who signs: Two directors + company secretary (if applicable) + CA (as auditor)

Form MGT-7 / MGT-7A — Annual Return

The Annual Return discloses the company's shareholders, directors, registered office, share capital and indebtedness. Small companies (turnover under ₹2 crore or paid-up capital under ₹2 crore) file the simplified MGT-7A.

• Due date: Within 60 days of AGM
• Penalty: ₹100 per day of default
• Certified by: Company Secretary (CS) or Director

Annual General Meeting (AGM)

Every Pvt Ltd must hold an AGM within 6 months from the end of the financial year — i.e., by 30 September. First AGM must be held within 9 months of closing of first financial year.

• Adopt annual accounts
• Declare dividend (if any)
• Appoint/reappoint auditor
• Fix auditor remuneration

Board Meetings — Minimum 4 Per Year

Section 173 of the Companies Act requires a minimum of 4 Board Meetings per year, with a maximum gap of 120 days between any two consecutive meetings. Minutes must be recorded and signed within 30 days.

Small companies and One Person Companies are exempt from the 4 Board Meeting requirement — they need just 2 per year.

DIR-3 KYC — Director KYC

Every director who has been allotted a DIN (Director Identification Number) must file DIR-3 KYC annually to keep the DIN active. If KYC is not filed, the DIN gets deactivated and the director cannot sign any MCA forms until reactivated (with a ₹5,000 penalty).

• Due date: 30 September every year
• Penalty for late filing: ₹5,000 (fixed)

Statutory Audit

Every Pvt Ltd — regardless of turnover — must get its accounts audited by a Chartered Accountant. The auditor must be appointed/ratified at each AGM.

MSME Payment Disclosure (MSME-1)

Companies with outstanding payments to MSME suppliers for more than 45 days must file Form MSME-1 half-yearly. Due dates: 30 April (for Oct–Mar period) and 31 October (for Apr–Sep period).

Other Event-Based Compliances

Beyond annual filings, several events trigger mandatory MCA filings within 30 days:

• Change of directors — Form DIR-12
• Share allotment — Form PAS-3
• Registered office change — Form INC-22
• Charge creation/modification — Form CHG-1
• Increase in authorised capital — Form SH-7

Consequences of Non-Compliance

The MCA imposes significant penalties for late filings, and repeated defaults can lead to:

• Director disqualification under Section 164(2) — if company fails to file for 3 consecutive years
• Company strike-off under Section 248
• Personal liability for directors
• Bar from being a director in any other company for 5 years

BYF's secretarial compliance service handles every filing, every board meeting agenda, and every deadline — so you never have to worry about MCA penalties. Get in touch for a free compliance health check.