ROC Annual Filing Compliance Checklist for Private Limited Companies (FY 2025-26)
Complete ROC compliance calendar: AOC-4, MGT-7A, ADT-1, DIR-3 KYC, four board meetings, auditor appointment. Due dates and penalty chart for FY 2025-26.
Harun Raaj
Chartered Accountant · Harun Raaj & Associates
Why ROC Compliance Matters
Every private limited company must comply with annual filing requirements under the Companies Act, 2013 regardless of whether it has commenced operations or generated revenue. Non-compliance leads to compounding late fees and ultimately company strike-off under Section 248.
Annual ROC Compliance Calendar — FY 2025-26
1. Auditor Appointment — ADT-1
- Section 139: Appoint first auditor within 30 days of incorporation; subsequent auditors at AGM for up to 5 years
- Form ADT-1: File within 15 days of appointment
2. Four Board Meetings
- Section 173(1): Minimum 4 board meetings per year, with not more than 120 days gap between two consecutive meetings
- Minutes must be maintained in the Minute Book
3. Annual General Meeting (AGM)
- Section 96: First AGM within 9 months of FY end (by 31 December); subsequent AGMs by 30 September
4. AOC-4 — Financial Statements Filing
- What: Audited Balance Sheet, P&L, Cash Flow Statement, Auditor's Report
- Due date: 30 days from AGM date (by 30 October if AGM on 30 September)
- Late fee: ₹100 per day
5. MGT-7A — Annual Return (Small Companies)
- Due date: 60 days from AGM date (by 29 November)
- Late fee: ₹100 per day
- Larger companies file MGT-7 with the same timeline
6. DIR-3 KYC
- What: Annual KYC update by every director holding a DIN
- Due date: 30 September every year
- Penalty: DIN deactivated; ₹5,000 fee to reactivate
7. MSME Form I (if applicable)
- If your company has outstanding payments to MSME suppliers for > 45 days
- Filed half-yearly: by 31 October and 30 April
Key Event-Based Filings
Penalties for Non-Compliance
Strike-Off Risk — Section 248
The ROC issues strike-off notices to companies that have not filed for two or more consecutive years. Directors of struck-off companies are disqualified under Section 164(2) and cannot hold directorships for 5 years.
Our team tracks all due dates, prepares financial statements, coordinates the audit, and files AOC-4, MGT-7A, ADT-1, and DIR-3 KYC.
Frequently Asked Questions
What annual filings are mandatory for a private limited company?
Every private limited company must file: Form AOC-4 (financial statements) within 30 days of the AGM, Form MGT-7A (annual return) within 60 days of the AGM, income tax return by the due date under Section 139(1), and DIR-3 KYC for all directors annually by 30 September. Missing any of these triggers penalties and can lead to director disqualification under Section 164(2).
What is the penalty for late ROC filing?
Late filing of AOC-4 or MGT-7A attracts additional fees of ₹100 per day of delay (no maximum cap) under Section 403 of the Companies Act, 2013, read with the Companies (Registration Offices and Fees) Rules. For a 6-month delay, the penalty alone exceeds ₹18,000 per form. Continued default can result in the company being marked as "active non-compliant" on MCA21.
When must a private limited company hold its AGM?
The first AGM must be held within 9 months of the close of the first financial year. Subsequent AGMs must be held within 6 months of the close of each financial year, with no more than 15 months between two consecutive AGMs, under Section 96 of the Companies Act, 2013.
Is statutory audit mandatory for all private limited companies?
Yes. Under Section 139 of the Companies Act, 2013, every company — regardless of turnover or size — must appoint a statutory auditor. There is no exemption for small or dormant companies. The auditor must be a practicing Chartered Accountant or a firm of CAs. One Person Companies and small companies can appoint the auditor for a term of 5 consecutive years.
What happens if a company fails to file annual returns for 3 consecutive years?
The Registrar can strike off the company's name under Section 248 of the Companies Act, 2013 if it has not filed financial statements or annual returns for two or more consecutive financial years. Additionally, every director on the board during the default period faces disqualification under Section 164(2)(a) for 5 years from reappointment as director in any company.
I'm CA Harun Raaj, Visakhapatnam. If any of this affects you or your business, reach out — I'd be glad to help.
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See Also
Frequently Asked Questions
What happens if a private limited company doesn't file annual financial statements on time?+
Non-filing of financial statements under Section 137 attracts a penalty of ₹1,000 per day with a maximum of ₹10 lakh, and officers can be penalized ₹1-5 lakh. Additionally, AOC-4 filing has a late fee of ₹100 per day if not submitted within 30 days from the AGM date.
When should a director complete KYC update for their DIN every year?+
According to the checklist, DIR-3 KYC must be filed by every director holding a DIN by 30 September every year. Failure to do so results in DIN deactivation and a ₹5,000 fee to reactivate.
What is the deadline for filing annual return MGT-7A for small companies?+
As per Section 92, MGT-7A annual return for small companies must be filed within 60 days from the AGM date (by 29 November for a 30 September AGM), with a late fee of ₹100 per day.
How many board meetings are mandatory for a private limited company in a financial year?+
Under Section 173(1), a minimum of 4 board meetings per year are required, with not more than 120 days gap between two consecutive meetings. Minutes must be maintained in the Minute Book.
What happens to directors if a company gets struck off by ROC?+
Under Section 248, if a company is struck off for not filing for two or more consecutive years, directors become disqualified under Section 164(2) and cannot hold directorship in any other company.
By when should the first AGM be held after incorporation for a private limited company?+
Per Section 96, the first AGM must be held within 9 months of the financial year end, by 31 December. Subsequent AGMs must be held by 30 September.
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