Professional ROC Compliance Services for Private Limited Companies in India

Part of: ROC Annual Compliance Guide: MGT-7, AOC-4, ADT-1, DIR-3 KYC filings for companies and LLPs.

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Key Takeaways

• Every private limited company in India must hold an AGM by 30 September 2026 for FY 2025-26, file AOC-4 within 30 days of the AGM and MGT-7 within 60 days, regardless of turnover or activity.
• Auditor appointment intimation in Form ADT-1 is due within 15 days of the AGM.
• Each director must complete DIR-3 KYC once every three financial years, by 30 June of the year it falls due (rule in force from 31 March 2026; Rs 5,000 late fee if missed).
• Minimum four board meetings a year, with no more than 120 days between consecutive meetings.
• Late filing of AOC-4 or MGT-7 attracts Rs 100 per day per form with no upper cap, plus risk of director disqualification under Section 164(2) after three consecutive years of default.

Running a private limited company in India means four or five non-negotiable ROC filings every year, most of which cluster between August and December around the AGM. Missing them does not just trigger late fees; consistent default can disqualify directors and strike the company off the ROC register. This guide walks through the full annual cycle for FY 2025-26 (AGM in 2026), the exact due dates, and the penalty exposure if you slip.

For a condensed version with the late fees that apply now that CCFS 2026 has closed and the director disqualification trigger, see our ROC annual filing due dates and penalties checklist.

The government filing fee for each form depends on the company's authorised capital, and our guide to ROC filing charges sets out the fee scale. If the company was incorporated within the last year, start with our MCA compliance checklist for the first 12 months, because INC-20A and the first auditor come before the annual cycle.

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ROC Compliance Services: What We Handle

Tax Garden provides managed ROC compliance services for private limited companies in India. No checklists for you to manage. Each ROC due date goes on a tracked calendar and we file against it. We handle every filing and coordinate with your auditors.

Services included:

• AOC-4 (Financial Statements) - Prepared, reviewed, filed within 30 days of AGM
• MGT-7 (Annual Return) - Filed within 60 days of AGM
• ADT-1 (Auditor Appointment) - Handled within 15 days of each AGM
• DIR-3 KYC (Director KYC) - Tracked and filed by 30 June in the year each director falls due (once every three financial years)
• Board Meeting Coordination - Cadence tracking, calendar reminders, minutes recording
• Event-based Filings - Director changes (DIR-12), office moves (INC-22), share capital changes (SH-7)
• Late-filing Resolution - If you have backlog, we file the pending forms and compute the exact late fee upfront (CCFS-2026 amnesty closed 15 September 2026)

Pricing: ROC annual compliance starts at Rs 5,999/year for small companies (basic plan: AOC-4 + MGT-7 + DIR-3). Larger companies: Rs 12,000-Rs 25,000/year depending on complexity and multi-state operations.

Serving: Private Limited Companies, OPCs, LLPs across India. Hyderabad office in Kondapur. WhatsApp: 9640290977

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Annual General Meeting (AGM) Timeline

Under Section 96 of the Companies Act 2013, every private limited company other than a One Person Company (OPC) must hold an AGM each financial year.

The AGM must be held during business hours (09:00 to 18:00), on a day that is not a national holiday, at the registered office or any place within the same city or town. Members must receive a minimum 21 days' clear notice before the AGM.

For the three Section 96 deadlines, quorum, e-AGM rules and the full post-AGM ROC filing chain, see our guide to AGM compliance for private limited companies.

OPCs are exempt from holding an AGM, but they must still file their financial statements (AOC-4) and annual return (MGT-7A).

Form AOC-4: Financial Statements

AOC-4 is where the company files its audited financial statements, director's report, auditor's report, and related attachments.

Late fee: Rs 100 per day with no upper cap, effective from the 31st day after the AGM.

Form MGT-7: Annual Return

MGT-7 captures shareholding, directorship, changes during the year, and compliance declarations as of the financial year-end.

A "small company" under Section 2(85) is one with paid-up capital up to Rs 10 crore and turnover up to Rs 100 crore (limits raised from Rs 4 crore and Rs 40 crore by MCA Notification G.S.R. 880(E), effective 1 December 2025). Most early-stage private limited companies qualify for MGT-7A.

Form ADT-1: Auditor Appointment Intimation

After every AGM where auditors are appointed, re-appointed, or their tenure expires, Form ADT-1 must be filed with the ROC.

A first-time auditor is appointed by the Board within 30 days of incorporation and must be confirmed at the first AGM. Subsequent auditors are appointed for a five-year term running from one AGM to another.

DIR-3 KYC: Director KYC Every Three Years

DIR-3 KYC is no longer annual. Under the amendment notified by G.S.R. 943(E) dated 31 December 2025 (effective 31 March 2026), a director files KYC once every three financial years, by 30 June of the year it falls due. Changes in contact details in between are updated through a separate update filing. Check your DIN status on the MCA portal to see whether your KYC is due in 2026.

Late fee: Rs 5,000 per director if filed after the due date. The DIN is deactivated if KYC is not filed and reactivated only after payment of the late fee and successful filing.

Board Meeting Cadence

Section 173 of the Companies Act 2013 requires a private limited company to hold at least four board meetings in each financial year, with no more than 120 days between two consecutive meetings.

Small companies, OPCs, and dormant companies have a relaxed rule: at least one board meeting in each half-year, with a gap of not less than 90 days between the two.

Minutes of every board meeting must be recorded in the minutes book and signed by the chairperson within 30 days of the meeting.

Timeline View: Typical FY 2025-26 Compliance Calendar

Deadline Timeline

FY 2025-26 ROC Compliance Calendar

Key filing deadlines for a private limited company with AGM on 30 September 2026

1. Apr 2026

   Board meeting : approve FY 2025-26 financials and director's report

   Section 173, Companies Act 2013

2. Jun 2026

   Auditor's report issued; AGM notice drafted

   21 clear days' notice required before AGM

3. 30 Jun 2026

   DIR-3 KYC (for directors due this year)

   Rule 12A; once every three financial years; Rs 5,000 late fee per director

4. 30 Sep 2026

   AGM deadline

   Section 96

5. 15 Oct 2026

   ADT-1 : auditor appointment intimation

   Within 15 days of AGM; Section 139(1)

6. 30 Oct 2026

   AOC-4 : audited financial statements

   Within 30 days of AGM; Section 137; Rs 100/day late fee

7. 29 Nov 2026

   MGT-7 : annual return

   Within 60 days of AGM; Section 92; Rs 100/day late fee

Source: Companies Act 2013 : Sections 92, 96, 137, 139, 173; Rule 12A Directors Rules 2014

Event-Based ROC Filings (Not Covered by Annual Cycle)

Several filings are triggered by specific events and are separate from the annual cycle. Common ones include:

• DIR-12: Change in directors (appointment, resignation, designation change), within 30 days
• INC-22: Change of registered office, within 15 or 30 days depending on type
• MGT-14: Filing of special resolutions, within 30 days
• SH-7: Change in share capital, within 30 days
• PAS-3: Return of allotment of shares, within 15 days of allotment

Missing any of these attracts an additional fee that is a multiple of the normal filing fee, rising with the length of the delay, under the Companies (Registration Offices and Fees) Rules, 2014.

Tax Garden vs Other ROC Compliance Providers

Why Tax Garden?

• Deadline calendar with reminders for every ROC filing
• Flat-fee = no surprise charges for amendments
• Auditor coordination included (most others charge separately)
• WhatsApp-first support (Hyderabad office backup)
• Backlog clearing with the additional fee computed before you pay (CCFS-2026 amnesty closed 15 September 2026)

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What Happens When You Default?

First-time late filing. Rs 100/day per form, no cap. A 60-day delay on AOC-4 alone costs Rs 6,000 in late fees.

Three consecutive years of default under Section 164(2). Every director of the defaulting company becomes disqualified for five years from being reappointed in that company or appointed in any other company. Under Section 167(1)(a) they also vacate office in the other companies where they are directors (but not in the defaulting company). The disqualification is usually challenged before the High Court or cured by bringing filings up to date.

Shell or inactive companies. The ROC can initiate strike-off under Section 248 after two years of no filings. Directors of a struck-off company face restrictions on starting new companies and personal liability for any undischarged obligations.

CCFS-2026 amnesty has closed. The MCA's Companies Compliance Facilitation Scheme 2026 (CCFS-2026) ran from 15 April 2026 and, after extensions, closed on 15 September 2026. Backlog ROC filings made after that date carry the standard additional fee of Rs 100 per day per form with no cap. See our CCFS-2026 detailed guide for what the scheme covered, and file pending forms without further delay since the fee accrues daily.

OPC and LLP Are Different

One Person Companies (OPC) do not hold AGMs. File AOC-4 within 180 days of the financial year-end (i.e. by 27 September 2026 for FY 2025-26) and MGT-7A by 29 November 2026 (60 days from 30 September, the date by which an AGM would otherwise be due). Auditor rotation and Board Meeting rules are relaxed.

Limited Liability Partnerships (LLPs) follow a separate regime, Form 11 by 30 May, Form 8 by 30 October. See our LLP annual compliance guide for the full LLP cycle.

Common Mistakes Private Limited Companies Make

Step 1: Counting the AOC-4 window from the wrong date.** The 30-day window runs from the AGM date, not from 30 September or the end of the month. An AGM on 15 September makes 15 October the due date for AOC-4, not 30 October.

Step 2: Treating MGT-7A as automatic.** Small company status must be re-verified each year. If your paid-up capital or turnover crossed the threshold in FY 2025-26, MGT-7 (not MGT-7A) applies for that year's annual return.

Step 3: Skipping ADT-1 when auditor is re-appointed.** Re-appointment for a further term still requires ADT-1 within 15 days. The filing is not limited to first-time appointments.

Step 4: Letting DIR-3 KYC slip.** The Rs 5,000 late fee is per director. If four directors miss their 30 June KYC due date, the late fees total Rs 20,000 plus DIN deactivation.

Step 5: Missing board meeting cadence in a quiet year.** Even if the company has no active operations, four board meetings are mandatory. "No material decisions this quarter" is not an excuse under Section 173.

Step 6: Forgetting event-based filings.** Director resignation, office address change, or share allotment all trigger 15 to 30 day filing windows. Missing them compounds into director disqualification risk.

Tax Garden Handles Your Full ROC Calendar

Private limited company compliance is a year-round job, not an annual scramble. Tax Garden handles your AGM, board meeting cadence, AOC-4, MGT-7, ADT-1, and DIR-3 KYC deadlines, drafts every filing, coordinates with your statutory auditor, and files on the MCA V3 portal from our Kondapur office. See how ROC work fits with GST, TDS and payroll in our compliance services for small businesses, or talk to our team.

Frequently Asked Questions

What is ROC compliance?

ROC compliance means the filings a company must make with the Registrar of Companies under the Companies Act, 2013. A private limited company files AOC-4 within 30 days of its AGM and MGT-7 or MGT-7A within 60 days of it, holds at least four board meetings a year with no gap over 120 days (two for small companies), and keeps director KYC current. Event-based changes need their own forms.

What forms must be filed for ROC compliance?

Main forms: AOC-4 (audited financial statements), MGT-7 (annual return), ADT-1 (auditor appointment), DIR-3 KYC (director KYC, now once every three financial years by 30 June). Event-based forms: DIR-12 (director change), INC-22 (office move), SH-7 (share capital change). All have specific deadlines ranging from 15-60 days.

What happens if ROC filings are late?

AOC-4 and MGT-7 carry an additional fee of Rs 100 per day per form with no upper cap, and most other forms attract a multiple of the normal fee depending on the delay. If financial statements or annual returns are not filed for three consecutive financial years, every director is disqualified for five years under Section 164(2). A company that files nothing and does no business can also be struck off under Section 248.

Can I recover from missed ROC filings?

Yes. File the pending AOC-4 and MGT-7 forms for each year, oldest first, along with any missing ADT-1 or event-based forms, paying the normal fee plus the additional fee. The CCFS-2026 waiver scheme closed on 15 September 2026, so the full additional fee now applies. File quickly, because the fee grows every day and the three-year default rule can disqualify directors.

Which companies file MGT-7A instead of MGT-7?

One Person Companies and small companies file the shorter Form MGT-7A as their annual return, while all other companies file MGT-7. Small company status depends on paid-up capital and turnover limits under Section 2(85) of the Companies Act (Rs 10 crore and Rs 100 crore from 1 December 2025), so check your latest audited figures against the current limits before choosing the form. Both forms are due within 60 days of the AGM.