ROC Compliance Checklist for Private Companies in India
Annual filings, event-based forms, late fees, and common mistakes for private limited companies.
For FY 2025-26, a private limited company must file core annual ROC forms after the AGM — especially AOC-4 (financial statements), MGT-7 or MGT-7A (annual return), ADT-1 (auditor intimation), DIR-3 KYC for DIN holders, and usually DPT-3 even with nil deposits. Missed filings attract ₹100 per day per form with no maximum cap, plus higher penalties that can lead to director disqualification or company strike-off.
Key Highlights covered
- AOC-4: within 30 days of AGM (effectively by ~30 October for a 31 March year-end).
- MGT-7 / MGT-7A: within 60 days of AGM (effectively by ~29 November).
- DIR-3 KYC: 30 September each year for DIN holders as of 31 March.
- ADT-1: within 15 days of AGM.
- DPT-3: annual deposit return — often required even when deposits are nil.
Why ROC compliance is non-negotiable
ROC compliance is the set of filings a company must make with the Ministry of Corporate Affairs under the Companies Act. For a private limited company, it is not optional paperwork — it is the baseline that keeps your company in good standing, your DIN active, and your directors eligible to continue. MCA dates and fees for FY 2025-26 can change by notification, so always reconfirm against the latest portal rules before you file.
Core annual ROC filings for FY 2025-26
For a company with a 31 March year-end, the AGM must generally be held within six months of year-end — by 30 September. AOC-4 (financial statements) is due within 30 days of the AGM, so about 30 October. MGT-7 (or MGT-7A for OPCs and small companies) is due within 60 days of the AGM, so about 29 November. ADT-1 for auditor appointment or reappointment must be filed within 15 days of the AGM. DIR-3 KYC is due by 30 September for every person who held a DIN as of 31 March that year. DPT-3 is the annual return of deposits and, in most cases, a nil filing is still required even if the company has no deposits. MSME-1 is a half-yearly filing where payments to micro or small enterprises remain outstanding beyond 45 days.
Event-based filings you cannot put on a calendar alone
Some ROC forms are trigger-based. Change in directors needs DIR-12. Fresh share allotment needs PAS-3. Creation, modification, or satisfaction of a charge needs CHG-1 or CHG-4. A change of registered office needs INC-22. Certain board and shareholder resolutions also need MGT-14. These deadlines start when the event happens, so a filing calendar alone will not catch them.
Penalties that escalate quickly
Late AOC-4 and MGT-7 attract ₹100 per day per form with no maximum cap. A three-year delay on one form alone can run into six figures in rupees before any other penalty. Beyond daily fees, Section 137(3) and Section 92(5) of the Companies Act allow higher penalties that can reach into lakhs. Sustained non-filing can lead to director disqualification and company strike-off. Missed DIR-3 KYC deactivates the DIN and usually needs a ₹5,000 fee to reactivate. DPT-3 non-filing can attract penalties of up to ₹10 crore or twice the deposit amount, whichever is lower — severe relative to how often this form is overlooked.
Who signs what
AOC-4 needs a director's Class 3 Digital Signature Certificate plus the statutory auditor's certification. MGT-7 needs Practicing Company Secretary (PCS) certification for companies above the prescribed thresholds. Plan DSC validity and auditor or PCS availability before the filing window closes.
Common mistakes that create avoidable risk
Treating DPT-3 as optional when there are no deposits. Skipping event-based forms because they are not on a yearly calendar. Letting a DIN deactivate through a missed DIR-3 KYC. Assuming a nil return is never required. Each of these shows up regularly during diligence, loan documentation, and director onboarding.
Frequently Asked Questions
For AOC-4 and MGT-7, the late fee is ₹100 per day per form with no maximum cap for FY 2025-26 unless MCA notifies otherwise. Additional Companies Act penalties, DIN deactivation, director disqualification, and strike-off risk can also apply depending on what was missed and for how long.
Yes. Dormancy does not remove the need for core annual ROC filings. A company with no operations still has annual return and financial statement filing duties unless it has completed a formal strike-off or other MCA closure process.
AOC-4 is the filing of financial statements with the ROC. MGT-7 (or MGT-7A for eligible OPCs and small companies) is the company's annual return covering shareholding, directors, and related company particulars.
In most cases, yes — a nil DPT-3 filing is still expected. Treating the form as optional when deposits are nil is one of the most common and costly ROC mistakes.
Some preparatory work can be done in-house, but several forms require a director DSC and professional certification. AOC-4 needs auditor certification, and MGT-7 needs PCS certification above certain thresholds. Most private companies still need a CA, CS, or compliance desk for clean filing.
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This article is written and reviewed by practicing Chartered Accountants of DSS Corp Advisory in Chennai. Information is aligned with the latest Finance Act notifications.