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.
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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