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Annual ROC Compliance Checklist for Private Companies

Annual ROC Compliance Checklist for Private Companies (2025 Humane Guide)

Staying on top of ROC (Registrar of Companies) compliance is essential for every private limited company in India. It not only keeps your business legal and transparent but shields you from hefty penalties and the risk of director disqualification. Here’s a clear and humane ROC compliance checklist tailored for 2025—so you can keep your company stress-free, credible, and ready to grow.

Why ROC Compliance Matters

  • Legal requirement: Mandatory under the Companies Act, 2013, for all private limited companies, even those without revenue or business activity.

  • Protects directors: Prevents disqualification, fines, and company status suspension.

  • Enables funding: Banks and investors check ROC compliance before lending or investing.

  • Builds trust: Demonstrates transparency to partners, clients, and regulators.

Annual ROC Compliance Checklist 2025

1. Hold Your Annual General Meeting (AGM)

  • Must be held within 6 months after the financial year ends (by September 30 for most companies).

  • First AGM: Within 9 months of incorporation.

2. File Financial Statements – Form AOC-4

  • What: Balance Sheet, Profit & Loss Account, Directors’ Report, Auditor’s Report.

  • Deadline: Within 30 days of the AGM.

  • Who: All companies, even if no revenue.

3. File Annual Return – Form MGT-7 / MGT-7A

  • What: Details of shareholding, directors, members, changes in company structure.

  • Deadline: Within 60 days of the AGM.

  • Who: All private limited companies; MGT-7A for small companies.

4. Auditor Appointment – Form ADT-1

  • What: Inform ROC of the appointment/reappointment of the statutory auditor.

  • Deadline: Within 15 days of the AGM.

  • Who: All private companies, every term—filing required even if auditor hasn’t changed.

5. Director KYC (DIR-3 KYC)

  • What: Know Your Customer (KYC) for every director’s DIN (Director Identification Number).

  • Deadline: September 30 every year.

  • Consequence: Failing to update KYC leads to DIN deactivation.

6. Deposit Return Filing (Form DPT-3)

  • What: Filing of returns for any outstanding loans, advances, or deposits.

  • Deadline: June 30 every year.

  • Who: Required if the company has any such financial arrangement during the year.

Event-Based ROC Compliance (As & When It Occurs)

  • Appointment or resignation of directors (Form DIR-12).

  • Change of registered office (Form INC-22).

  • Issue or transfer of shares (Form PAS-3).

  • Modification in authorized capital (Form SH-7).

  • Charges creation/satisfaction (Form CHG-1/CHG-4).

Even if there were no changes in the company, annual filings are still mandatory!

Other Key Compliance

  • Board Meetings: Minimum 4 per year (gap <120 days).

  • Statutory Registers: Maintain registers for directors, members, charges, etc.

  • Income Tax Return: Separate from ROC, but essential for overall compliance.

  • Professional Certification: Certain forms (like MGT-7) may require authentication by a practicing Company Secretary.

Penalties for Non-Compliance

  • ₹100 per day per form (no upper limit), additional penal consequences.

  • Director disqualification and possible company strike-off.

Pro Tips for Easy ROC Compliance

  • Maintain an internal calendar/tracker—don’t rely on last-minute reminders.

  • Regularly review company data and DIN status on the MCA portal.

  • Keep all resolutions and statutory registers updated throughout the year.

  • Consult a CA or CS quarterly, not just during filing season.

  • File on time even if business was dormant—no exceptions!

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FAQs
Annual RoC (Registrar of Companies) Compliance refers to the mandatory yearly filings that every private limited company must complete to maintain its legal status. This includes filing financial statements and an annual return with the Ministry of Corporate Affairs (MCA).
A private limited company must file two main forms: Form AOC-4 (for financial statements and the Board's Report) and Form MGT-7 (for the company's annual return, including details of its directors, shareholders, and meetings).
Form AOC-4 must be filed within 30 days of the company's Annual General Meeting (AGM). Form MGT-7 must be filed within 60 days of the AGM. The due date for the AGM is typically September 30th of each year.
Yes, a statutory audit by a qualified Chartered Accountant (CA) is mandatory for every private limited company, regardless of its turnover. The audit report must be attached to Form AOC-4.
An AGM is a mandatory yearly meeting of the company's shareholders. It is a key event for approving the audited financial statements, appointing directors, and discussing the company's performance. The AGM must be held within six months of the financial year end.
Non-compliance with annual filings can lead to significant penalties. A late fee of Rs. 100 per day is charged for each day of delay for both Forms AOC-4 and MGT-7. Continued non-compliance can lead to the company being struck off by the RoC, and directors may be disqualified from holding a directorship in any other company for up to five years.