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Once your Private Limited Company is incorporated, annual compliance with the Registrar of Companies (ROC) under the Companies Act, 2013 is mandatory — regardless of whether the company did any business or not. Non-compliance attracts penalties and can lead to the company being marked as "defaulter" on MCA records.
ROC compliance applies to ALL Private Limited Companies — active or dormant, whether they have revenue or not. Even a newly incorporated company with zero transactions must comply from its very first year.
Key ROC Annual Filings
| Form | Purpose | Due Date |
|---|---|---|
| AOC-4 | Filing of Financial Statements (Balance Sheet, P&L) | Within 30 days of AGM (usually by 30 Oct) |
| MGT-7 / MGT-7A | Annual Return (company info, shareholding, directors) | Within 60 days of AGM (usually by 29 Nov) |
| ADT-1 | Appointment / Reappointment of Auditor | Within 15 days of AGM |
| DIR-3 KYC | Director KYC (all directors with DIN) | 30 September every year |
| INC-20A | Declaration of Commencement of Business | Within 180 days of incorporation (one-time) |
| MSME-1 | Outstanding dues to MSME suppliers | April 30 and October 31 |
Other Mandatory Annual Compliances
- ✅ Hold 4 Board Meetings per year (gap between two meetings not more than 120 days)
- ✅ Hold Annual General Meeting (AGM) — within 6 months of financial year end (by 30 Sept)
- ✅ Maintain Statutory Registers — Register of Members, Directors, Charges etc.
- ✅ Prepare Minutes of Meetings — Board and shareholder meetings
- ✅ Statutory Audit — Mandatory for all companies regardless of turnover
- ✅ Income Tax Return (ITR-6) — Due 31 October (or 30 November with transfer pricing report)
Penalties for Non-Compliance
| Default | Penalty |
|---|---|
| Late filing of AOC-4 / MGT-7 | ₹100 per day of delay (no maximum cap) |
| DIR-3 KYC not filed | DIN deactivated + ₹5,000 penalty to reactivate |
| INC-20A not filed | ₹50,000 on company + ₹1,000/day on defaulting directors |
| AGM not held | Up to ₹1,00,000 + ₹5,000 per day of continuing default |
If your company has missed past filings, MCA periodically launches CODS allowing companies to clear backlogs at reduced penalties. However, it is always better to stay compliant rather than wait for amnesty schemes which are not guaranteed.
ROC compliance is non-negotiable. The penalty clock starts the day after the deadline, and there is no upper cap on the ₹100/day late fee — delays of even a few months can result in penalties running into lakhs. Legal Chanakya's secretarial team manages complete ROC compliance for your company, ensuring every deadline is met on time.
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