Annual ROC Compliance for a Pvt Ltd Company in India

Every Private Limited Company in India, even one with no sales and no staff, must make a fixed set of yearly filings with the Registrar of Companies (ROC) under the Companies Act, 2013. The main ones are AOC-4 (accounts) and MGT-7 (annual return) after your Annual General Meeting, plus fixed-date returns like DIR-3 KYC, DPT-3 and MSME-1. Miss them and the late fee is Rs 100 per day per form, with no upper limit.

The first deadline is not yearly, but you must not miss it. If your company was incorporated on or after 2 November 2018 and has share capital, you file INC-20A, the declaration of commencement of business, within 180 days of incorporation. This is required by section 10A of the Companies Act, 2013.

INC-20A confirms that every subscriber has paid the money agreed for their shares. Until you file it, your company cannot legally start business, borrow money or issue new shares. The penalty for not filing is Rs 50,000 on the company and Rs 1,000 per day on each officer in default, so treat it as urgent, not optional.

Most annual filings hang off one event: the Annual General Meeting (AGM). Under section 96, a company must hold its AGM within six months of the financial year end. Since most Indian companies close their books on 31 March, that means the AGM is usually due by 30 September. A brand-new company gets more room: its first AGM can be held within nine months of the end of its first financial year, and it does not need an AGM in the very year it was incorporated.

Once the AGM is done, three clocks start:

1. AOC-4 (section 137): file your financial statements within 30 days of the AGM. This is your balance sheet, profit and loss account and the board and auditor reports.
2. MGT-7 or MGT-7A (section 92): file your annual return within 60 days of the AGM. A One Person Company and a small company file the shorter MGT-7A; every other company files MGT-7.
3. ADT-1 (section 139): if you appointed or reappointed an auditor at the AGM, tell the ROC within 15 days by filing ADT-1.

A quick real example. Kashvi Pathak runs a two-person design studio registered as a Private Limited Company with a 31 March year end. She held her AGM on 20 September, filed ADT-1 by 5 October, AOC-4 by 20 October, and MGT-7 by 19 November. By planning backwards from the AGM date, she never touched the late-fee window.

Keep in mind that your books must also match your income-tax position. If your turnover crosses the audit threshold, read the tax audit rules under section 44AB so your ROC accounts and tax return tell the same story.

Three more returns do not depend on your AGM at all. They fall on the same calendar dates every year.

1. DIR-3 KYC by 30 September. Every person holding a Director Identification Number (DIN) must complete KYC each year. Miss it and the DIN is deactivated and a Rs 5,000 fee applies to reactivate. If your DIN has already been switched off, see how to restore a deactivated DIN.
2. DPT-3 by 30 June. This return reports deposits and other outstanding money (loans, advances) as on 31 March. Almost every company has to file it, even when the money is only a director loan that is exempt from deposit rules.
3. MSME-1, twice a year. If your company owes any micro or small enterprise supplier for more than 45 days, you file this half-yearly return by 30 April (for the October to March half) and 31 October (for the April to September half). This ties directly to the section 43B(h) 45-day MSME payment rule, which can disallow your expense if you pay late.

The single most important number to remember is the additional fee of Rs 100 per day, per form, for late AOC-4 and MGT-7. There is no upper cap, so a form that is a year late can cost tens of thousands of rupees on its own. Because it is charged per form, a delay in both AOC-4 and MGT-7 means the meter runs twice.

Beyond the daily fee, continued non-filing invites heavier action. The company and its officers can face further penalties and prosecution under sections 92 and 137, directors can be disqualified for five years after three continuous financial years of default, and the ROC can move to strike the company off the register as inactive. If you receive such a notice, do not ignore it, respond as explained in this guide to answering an ROC strike-off notice.

The good news is that every one of these penalties is avoidable. A simple compliance calendar, built backwards from your AGM date and marked with the three fixed dates (30 June, 30 September and the two MSME dates), keeps a small company fully compliant for a few thousand rupees a year in professional fees.

Yes. ROC filings are based on the company existing, not on whether it traded. A dormant or zero-revenue company still files AOC-4, MGT-7, DIR-3 KYC and DPT-3, and the Rs 100 per day late fee still applies. Many strike-off cases start exactly this way, from owners who assumed no business meant no filing.

They are both the annual return, but MGT-7A is a shorter, abridged version. From FY 2020-21, a One Person Company and a small company file MGT-7A, which does not need Company Secretary certification. Every other company files the full MGT-7. The 60-day deadline after the AGM is the same for both.

If your company has share capital and was incorporated on or after 2 November 2018, yes. Without INC-20A your company legally cannot begin operations, and the penalty is Rs 50,000 on the company plus Rs 1,000 per day on defaulting officers. It is a one-time filing within 180 days of incorporation, so complete it early.

No, a Limited Liability Partnership follows a different set of forms and dates, not AOC-4 or MGT-7. If you are still choosing a structure, compare the two using the LLP registration process guide before you decide.

Build a one-page calendar today: write down your incorporation date (for INC-20A), your financial year end, and the fixed dates of 30 June, 30 September, 30 April and 31 October. Then work with a practising CA or CS to file each form on time and keep the digital signatures of your directors active. For a deeper, citizen-first walk-through of your rights and duties when dealing with government registries and records, read The RTI Playbook.