What is ROC annual compliance for Private Limited companies in India?

## ROC Annual Compliance for Private Limited Companies in India

### Why ROC Compliance Matters

ROC (Registrar of Companies) compliance is not optional — it is a statutory requirement under the Companies Act 2013 for every incorporated company in India, regardless of whether the company is actively operating, dormant, or loss-making. Non-compliance attracts daily additional fees (INR 100/day per form) and can lead to company strike-off and director disqualification.

### Annual Compliance Calendar (31 March Year-End)

| Activity | Deadline | Form | Consequence of Default | |---|---|---|---| | Hold AGM | By 30 September | None (meeting) | INR 1 lakh on company + INR 1 lakh on each officer | | Auditor appointment letter | Within 15 days of AGM | ADT-1 | Fine | | File financial statements | Within 30 days of AGM | AOC-4 | INR 100/day additional fee | | File annual return | Within 60 days of AGM | MGT-7 / MGT-7A | INR 100/day additional fee | | Director KYC | 30 September | DIR-3 KYC | DIR deactivated | | MSME outstanding payments | 30 April and 31 October | MSME-1 | Fine | | Deposits/loans disclosure | 30 June | DPT-3 | Fine |

### Form AOC-4 — Filing Financial Statements

AOC-4 contains the complete annual financial statements that are placed on public record: - Balance Sheet - Profit and Loss Account - Cash Flow Statement (if applicable — not required for small companies) - Notes to Accounts - Directors' Report - Auditor's Report - CSR Report (if applicable — companies with net profit above INR 5 crore)

For small companies (meeting 2 of 3: turnover below INR 2 crore, paid-up capital below INR 2 crore, no borrowings above INR 1 crore): simplified AOC-4 (Abridged) can be filed.

### Form MGT-7 / MGT-7A — Annual Return

MGT-7 is the annual return filed on the MCA21 portal containing: - Company overview (CIN, registered office, nature of business) - Share capital details (authorised, issued, paid-up) - Details of shareholders holding 2%+ shares at year-end - Directors and Key Managerial Personnel (KMPs) details - Meetings held (Board meetings, AGM details, committee meetings) - Related party transactions details - Certifications (PCS certification for companies other than OPC and small companies)

MGT-7A is a simplified form for OPCs and small companies, not requiring PCS certification.

### DIR-3 KYC — Director Annual KYC

Every Director Identification Number (DIN) holder must file DIR-3 KYC by 30 September each year to keep their DIN active. Failure to file results in the DIN being deactivated — the director cannot sign any MCA form until the KYC is completed (with a INR 5,000 penalty).

The annual DIR-3 KYC Web form requires confirmation of mobile number and email via OTP — just a 5-minute annual verification for directors whose details haven't changed.

### Event-Based Filings

Beyond annual filings, companies must also file for any structural changes:

| Event | Form | Deadline | |---|---|---| | Change in directors | DIR-12 | 30 days of change | | Change in registered office | INC-22 | 30 days of change | | Allotment of shares | PAS-3 | 15 days of allotment | | Increase in authorised capital | SH-7 | 30 days of special resolution | | Change in MoA/AoA | MGT-14 | 30 days of resolution |

### Cost of Annual ROC Compliance

Government filing fees (MCA portal): - AOC-4: INR 200 (authorised capital up to INR 1 lakh) to INR 600 (above INR 5 crore) - MGT-7: INR 200 to INR 600 (same scale) - Late filing: INR 100 per day per form (no cap)

Professional fees: - CA for statutory audit + filing: INR 10,000-40,000 for small companies - CS (Company Secretary) for MGT-7 and PCS certification: INR 5,000-15,000 (if required) - Total annual compliance: INR 20,000-60,000 for a typical small Private Limited company