Every Private Limited Company registered in India — whether it has zero transactions or crores in turnover — must complete its annual ROC (Registrar of Companies) filings every financial year. Missing these filings is not merely a compliance lapse; it attracts ₹100 per day per form in late fees with no upper limit, can result in director DIN deactivation, and ultimately leads to company strike-off. Yet an alarming number of founders discover these obligations only after penalties start accumulating.
This is the most complete, updated guide to ROC annual compliance for Private Limited Companies in India for FY 2025-26. By the end, you will know exactly which forms to file, when to file them, what documents are needed, what fees apply, and how to avoid the traps that cost founders thousands of rupees every year.
The Registrar of Companies (ROC) is a government authority under the Ministry of Corporate Affairs (MCA) that regulates companies incorporated in India under the Companies Act, 2013. Every company registered with the ROC must periodically submit statutory documents to keep the ROC informed about the company's financial health, ownership structure, directors, and governance.
ROC annual filing refers to the mandatory submission of financial statements and the annual return on the MCA21 portal every year. It is separate from (and in addition to) income tax return filing, GST return filing, and other regulatory compliances. Even if you have filed your IT return and GST returns correctly, ROC annual filing remains a separate legal obligation under the Companies Act, 2013.
The purpose of ROC annual filings is to maintain public transparency — these documents are publicly accessible on the MCA website. Investors, lenders, vendors, and other stakeholders can view a company's financial statements and director details by searching on the MCA21 portal.
📌 Key Fact: ROC annual filing obligations begin from the very first financial year after incorporation — even if the company has done zero business. A newly incorporated company with no transactions still has to file AOC-4 and MGT-7 for FY 2025-26.
For a Private Limited Company, the following forms must be filed every year as part of annual ROC compliance:
| Form | Purpose | Who Files | Frequency |
|---|---|---|---|
| AOC-4 | Filing of audited financial statements (Balance Sheet, P&L, Cash Flow) | All companies | Annually |
| MGT-7 / MGT-7A | Annual Return — company governance, directors, shareholders, share capital | All companies (MGT-7A for small companies) | Annually |
| ADT-1 | Appointment/reappointment of Statutory Auditor | All companies | Once in 5 years (or on change) |
| DIR-3 KYC | Annual KYC of all DIN holders (directors) | Every DIN holder | Annually by 30 Sep |
| MGT-14 | Filing of special resolutions (Board resolution, special resolutions) | As applicable | Within 30 days of resolution |
| MSME-1 | Half-yearly return — outstanding payments to MSME vendors | Companies with outstanding MSME dues > 45 days | Half-yearly (Apr-Sep & Oct-Mar) |
| DPT-3 | Return of deposits / outstanding loans and borrowings | Companies with unsecured loans or deposits | Annually by 30 June |
💡 Small Company vs Regular Pvt Ltd: Small companies (paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore) can file the simplified MGT-7A instead of MGT-7. The content is condensed, but the deadline and fee structure remain the same.
All ROC annual filing deadlines are linked to the Annual General Meeting (AGM). The AGM must be held within 6 months of the financial year end — i.e., by 30 September 2026 for FY 2025-26 (April 2025 – March 2026). Once the AGM is held, all other deadlines flow from that date.
| Compliance Event | Deadline | Remarks |
|---|---|---|
| Annual General Meeting (AGM) | 30 September 2026 | Within 6 months of financial year-end |
| DIR-3 KYC (Director KYC) | 30 September 2026 | Calendar year — not linked to AGM |
| Statutory Audit Completion | Before AGM | Auditor signs before accounts are approved at AGM |
| AOC-4 (Financial Statements) | 30 October 2026 | Within 30 days of AGM |
| MGT-7 / MGT-7A (Annual Return) | 29 November 2026 | Within 60 days of AGM |
| DPT-3 (Return of Deposits/Loans) | 30 June 2026 | Fixed date — not AGM dependent |
| MSME-1 (H1: Apr–Sep) | 31 October 2026 | Half-yearly, if applicable |
| MSME-1 (H2: Oct–Mar) | 30 April 2026 | For prior half-year, if applicable |
| Income Tax Return (Audit cases) | 31 October 2026 | Via Income Tax portal — separate from MCA |
| Income Tax Return (Non-audit) | 31 July 2026 | Pvt Ltd companies almost always have tax audit |
⚠️ Important: If the AGM is held before 30 September (e.g., on 15 August), the AOC-4 deadline becomes 14 September and the MGT-7 deadline becomes 14 October. The deadlines are not fixed dates — they are calculated from the actual AGM date.
Form AOC-4 is used to file the company's financial statements with the MCA. It is one of the two most important annual filings (along with MGT-7) and must be completed within 30 days of the AGM.
The AOC-4 filing contains the company's complete audited financial statements for the financial year, including:
The AOC-4 must be digitally signed by:
Large companies (listed companies, banking/insurance companies, or companies with paid-up capital ≥ ₹5 crore or turnover ≥ ₹500 crore) must file AOC-4 XBRL (eXtensible Business Reporting Language) — a structured data format. Most Private Limited Companies file the regular AOC-4 form.
📌 AOC-4 for the First Financial Year: For a newly incorporated company, the first financial year may be a short year (e.g., if incorporated in October 2025, the first FY may be October 2025 – March 2026, i.e., 6 months). The company still needs to file AOC-4 for this partial year — within 30 days of the AGM which must be held within 9 months of that first year-end (December 2026).
Form MGT-7 is the Annual Return — a comprehensive snapshot of the company's governance and ownership as on the last day of the financial year (31 March). It must be filed within 60 days of the AGM.
For most Private Limited Companies, MGT-7 must be signed by:
Note: Small companies filing MGT-7A only need a director's signature — PCS certification is not mandatory.
DIR-3 KYC is a mandatory annual exercise for every individual who holds a DIN (Director Identification Number), regardless of whether they are currently an active director. The filing must be completed by 30 September every calendar year.
If DIR-3 KYC is not filed by 30 September, the DIN is automatically deactivated. A deactivated DIN means the director cannot sign any company documents, e-forms on MCA21, or take any official corporate action. To reactivate the DIN, the director must file DIR-3 KYC with a late fee of ₹5,000.
If a director has already filed DIR-3 KYC in a previous year and no details have changed (same mobile number and email), they can use the simpler DIR-3 KYC-Web form (available on the MCA website with OTP authentication) instead of the full e-form. If any details have changed, the full e-form must be filed.
⚠️ Don't Ignore DIR-3 KYC: Even retired directors, nominee directors, or directors of dormant companies must file DIR-3 KYC as long as their DIN is active. The safest practice is to surrender the DIN through Form DIR-5 if you are no longer a director of any company.
Every company must appoint a statutory auditor at its first AGM and then reappoint every 5 years (or change auditor). Form ADT-1 must be filed within 15 days of the AGM at which the auditor is appointed or reappointed. The government fee is ₹300–₹600 depending on share capital.
Certain Board and shareholder resolutions must be filed with the ROC within 30 days of passing. These include resolutions to take loans, issue shares, change directors, amend MOA/AOA, or approve related-party transactions above threshold limits. The filing fee is ₹300–₹600.
Companies that have received loans from directors, shareholders, or other parties (which technically qualify as "deposits" under the Companies Act) must file Form DPT-3 by 30 June every year. Even if there are zero deposits, companies with outstanding unsecured loans on the balance sheet often need to file DPT-3 to clarify the nature of funds received. Failure to file attracts a penalty of ₹5,000 plus ₹500 per day.
If your company has outstanding payments to MSME suppliers (registered under MSMED Act) that are overdue by more than 45 days, you must file Form MSME-1 every half-year (October for April–September period, April for October–March period). The purpose is to track delayed MSME payments and improve cash flow for small businesses.
Preparing all documents in advance avoids last-minute scrambling and ensures the audit and filing process runs smoothly. Here is a comprehensive list:
MCA filing fees are based on the company's authorised share capital, not actual turnover. The fee structure for AOC-4 and MGT-7 is identical:
| Authorised Capital (₹) | Filing Fee Per Form |
|---|---|
| Up to 1,00,000 | ₹200 |
| 1,00,001 – 5,00,000 | ₹300 |
| 5,00,001 – 25,00,000 | ₹400 |
| 25,00,001 – 1,00,00,000 | ₹500 |
| Above 1,00,00,000 | ₹600 |
For example, if your company has authorised capital of ₹10 lakh (₹10,00,000), the government fee would be ₹400 for AOC-4 + ₹400 for MGT-7 = ₹800 total government fees. Professional fees charged by a CA/CS are separate and vary widely (typically ₹8,000–₹25,000 for a simple compliant company).
Late filing penalties under the Companies Act, 2013 are severe and have no upper cap. Many companies have ended up paying more in late fees than in actual government filing fees, simply because they missed the deadline by a few months.
Suppose your company fails to file AOC-4 and MGT-7 by the due dates and you eventually file them 6 months late (180 days after the due date):
🚨 Strike-Off Risk: Companies that fail to file annual returns for two or more consecutive years may be struck off the Register of Companies by the ROC under Section 248 of the Companies Act, 2013. Struck-off companies lose their legal existence, cannot enter into contracts, and face difficulties in reopening bank accounts or transferring assets.
Under Section 92(5) of the Companies Act, if a company fails to file its annual return (MGT-7), the company itself is liable to a fine of ₹50,000 to ₹5,00,000. Additionally, every officer in default (including directors) is personally liable to a fine of ₹50,000 to ₹5,00,000. This is over and above the MCA late filing fees.
The Annual General Meeting is a mandatory shareholders' meeting that must be held every financial year. It is the cornerstone of ROC annual compliance because the AGM is the event at which financial statements are approved, auditor is appointed/reappointed, and dividend (if any) is declared. All other filing deadlines flow from the AGM date.
At the AGM, the following ordinary and special business is transacted:
No. All Private Limited Companies must hold an AGM. There is no provision to waive the AGM requirement. Failure to hold an AGM is an offence under Section 99 of the Companies Act, 2013, with a fine of up to ₹1 lakh on the company and every officer in default.
Before any ROC annual filing can take place, the financial statements must be audited by an independent Chartered Accountant (CA). This is mandatory for all Private Limited Companies regardless of size or turnover.
The statutory auditor must be a practicing Chartered Accountant (CA) or a CA firm registered with the Institute of Chartered Accountants of India (ICAI). The auditor must be independent — they cannot be a director, employee, or relative of a director. The auditor cannot provide audit services to the same company for more than two consecutive terms of 5 years each (i.e., maximum 10 years under the rotation policy for large companies).
Companies (Auditor's Report Order) 2020 (CARO 2020) requires auditors to include a detailed report covering specific matters like fixed assets, inventory, loans, investments, internal audit, fraud reporting, and more. Most Private Limited Companies are subject to CARO 2020 reporting unless specifically exempt (e.g., some OPCs and small companies may be exempt).
Private Limited Companies with turnover above ₹200 crore, or outstanding loans/borrowings above ₹100 crore from banks/financial institutions, must also conduct an internal audit by a CA or CMA. For smaller companies, internal audit is recommended but not compulsory.
Close your books of accounts for the financial year by 31 March. This involves posting all journal entries, reconciling bank statements, settling intercompany transactions, and preparing trial balance. Hand over complete ledgers and supporting documents to your auditor.
The appointed CA conducts the audit — reviewing internal controls, verifying transactions, checking compliance, and forming an opinion on whether the financial statements present a "true and fair view". The auditor signs the financial statements and provides the Auditor's Report. This should ideally be completed by August.
A Board Meeting must be held to approve the audited financial statements, the Board's Report, and the notice of AGM. This must happen at least 21 days before the AGM (for the notice period). Pass the necessary board resolutions and record minutes.
Issue the AGM notice to all shareholders at least 21 clear days before the AGM date. The notice must include the agenda, date, time, and place (or video conferencing details). Attach financial statements to the notice.
Conduct the AGM as scheduled. Shareholders adopt financial statements, declare dividends (if applicable), reappoint auditors, and transact any special business. Record AGM minutes and resolutions. The AGM must be held by 30 September 2026 for FY 2025-26.
Every DIN holder must file DIR-3 KYC by 30 September. Use DIR-3 KYC-Web if details are unchanged, or file the full e-form if PAN, mobile, or email has changed. Pay ₹5,000 late fee if filing after 30 September.
Log into MCA21 portal, download and fill Form AOC-4. Attach signed financial statements, Board's Report, Auditor's Report, and AOC-2 annexure. Get the form digitally signed by the director and auditor. Upload and pay government fees. Must be filed within 30 days of AGM.
Download Form MGT-7 (or MGT-7A for small companies). Fill in complete details of shareholding, directors, board meetings, indebtedness, and penalties. Get signed by director and Practicing Company Secretary (PCS). Upload and pay fees. Must be filed within 60 days of AGM.
If the auditor was reappointed at the AGM, file Form ADT-1 within 15 days of the AGM. This intimates the ROC of the auditor's appointment and the period of engagement.
File MGT-14 for special resolutions (within 30 days of resolution), DPT-3 (by 30 June for deposits/loans), and MSME-1 (half-yearly if applicable). Retain all filing acknowledgements, SRNs (Service Request Numbers), and challan receipts.
Founders often overlook DIR-3 KYC because it seems disconnected from the company's financial filing. However, a deactivated DIN brings all company activities to a halt. Set a calendar reminder for 30 September every year.
AOC-4 and MGT-7 portals often experience heavy traffic and technical issues in the last week before the deadline (October and November). File at least 2 weeks early to avoid portal downtime causing a missed deadline and triggering late fees.
Uploading incorrect or unsigned financial statements that need correction later requires refiling (which means paying the government fees again plus any intervening late fees). Verify that all schedules, notes, and the auditor's report are correctly attached before upload.
Many companies have outstanding loans from promoter-directors that were given to the company. These are technically subject to DPT-3 filing requirements. Many founders are unaware of this and accumulate penalties of ₹500/day without realising it.
ROC filings require accurate data from statutory registers (register of members, register of directors, register of charges, minutes books). Companies that don't maintain these registers properly are unable to fill forms correctly, leading to errors and rejections.
Not holding the AGM by 30 September triggers penalties under Section 99 AND causes all downstream deadlines to become immediately overdue. Missing the AGM has a cascading effect on all annual compliance obligations.
ClearlyComply's compliance team manages complete ROC annual filing for Private Limited Companies — AGM prep, audit coordination, AOC-4, MGT-7, DIR-3 KYC and all other forms. Flat fee, no surprises.
Get a Free Compliance Quote 💬 WhatsApp Us📌 Also Read: Private Limited Company Registration: Complete Guide 2026 | Income Tax Return Filing for Business Owners | GST Registration: Step-by-Step Guide
Disclaimer: This article is for general information purposes only and does not constitute legal or compliance advice. ROC compliance requirements may change with regulatory updates. Consult a qualified Company Secretary or Chartered Accountant for advice specific to your company's situation.