Every Private Limited Company incorporated in India must complete a mandatory set of annual compliance filings with the Registrar of Companies (RoC) to remain in good standing. The key filings are AOC-4 (financial statements) and MGT-7 (annual return), both due within 30–60 days of the Annual General Meeting (AGM). Failure to file attracts ₹100 per day per form with no cap — and persistent non-compliance can lead to director disqualification. BigMind Consulting provides end-to-end annual compliance services for companies across India.
Annual MCA filings and due dates
| Form | Purpose | Due Date | Late Filing Penalty |
|---|---|---|---|
| ADT-1 | Appointment of Statutory Auditor | Within 15 days of AGM | ₹100/day (no maximum cap) |
| AOC-4 | Filing of Financial Statements (Balance Sheet, P&L, Notes, Auditor's Report) | Within 30 days of AGM (typically by 30 October) | ₹100/day beyond due date |
| MGT-7 / MGT-7A | Annual Return — shareholding details, directorship, charges, and AGM information | Within 60 days of AGM (typically by 29 November) | ₹100/day beyond due date |
| DIR-3 KYC | Annual KYC verification for each director with DIN | 30 September each year | DIN deactivated; ₹5,000 fee to reactivate |
| MSME-1 | Half-yearly return of outstanding dues to MSME suppliers (if applicable) | 31 October (H1) and 30 April (H2) | ₹100/day; officer in default liable |
Board meetings and AGM requirements
Board of Directors Meetings
- Minimum 4 board meetings per year
- Maximum 120-day gap between consecutive meetings
- 7-day prior notice to all directors (with agenda)
- Quorum: at least 2 directors or 1/3rd of total directors (whichever is higher)
- Minutes to be signed and entered in Minutes Book within 30 days
Annual General Meeting (AGM)
- Must be held within 6 months of financial year end (by 30 September)
- First AGM: within 9 months from end of first financial year
- 21-day prior notice to all shareholders
- Audited financial statements presented and adopted
- Auditor appointment/reappointment resolution passed
- ADT-1 filed within 15 days of AGM
Statutory registers every Private Limited Company must maintain
Penalties for ROC non-compliance
| Non-Compliance | Consequence |
|---|---|
| Late filing of AOC-4 or MGT-7 | ₹100/day per form with no upper cap — fees accumulate indefinitely until filed |
| Failure to hold AGM | Company: up to ₹1 lakh; Officers in default: up to ₹1 lakh. Additional ₹5,000/day for continuing default |
| Failure to maintain statutory registers | Company: up to ₹3 lakh; Officers in default: up to ₹1 lakh |
| Persistent non-filing (3+ years) | Company struck off under Section 248; directors disqualified under Section 164(2) for 5 years |
| Non-appointment or late appointment of auditor | ₹300/day for company; ₹10,000 + ₹1,000/day for officers in default |
Frequently Asked Questions
What happens if a Private Limited Company misses its ROC filing deadline?
Late filing attracts additional fees of ₹100 per day per form, with no maximum cap — meaning fees accumulate indefinitely. For AOC-4, penalties can escalate to ₹10 lakh if the delay extends significantly. A company that consistently fails to file may be struck off by the Registrar of Companies and its directors may be disqualified from serving on any company for 5 years.
Is a statutory audit mandatory for all Private Limited Companies?
Yes. Every Private Limited Company in India must conduct a statutory audit by a Chartered Accountant regardless of its turnover or profitability. Even companies with zero transactions (dormant companies) must file audited financial statements. This is a mandatory requirement under the Companies Act, 2013.
How many board meetings must a Private Limited Company hold each year?
A minimum of 4 board meetings per year are required, with a maximum gap of 120 days between consecutive meetings. Proper notices must be sent to all directors at least 7 days before the meeting, and minutes must be prepared and entered in the Minutes Book within 30 days of the meeting.
What is ADT-1 and when must it be filed?
Form ADT-1 is filed with the Registrar of Companies to intimate the appointment or reappointment of a statutory auditor. It must be filed within 15 days of the Annual General Meeting (AGM) in which the auditor is appointed. Failure to file ADT-1 attracts penalties.
What is the due date for the Annual General Meeting (AGM) of a Private Limited Company?
A Private Limited Company must hold its AGM within 6 months from the end of its financial year — i.e., by 30 September for companies following the April-March financial year. The first AGM must be held within 9 months from the end of the first financial year.
Need annual ROC compliance support?
BigMind Consulting provides annual compliance packages for Private Limited Companies — AOC-4, MGT-7, AGM coordination, and statutory audit management in India and India.
BigMind Consulting · Annual ROC Compliance & Corporate Secretarial · India