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 annually by 30 September 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.

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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. No missed deadlines. We handle every filing, track every date, 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 with zero delays
• ADT-1 (Auditor Appointment) - Handled within 15 days of each AGM
• DIR-3 KYC (Director KYC) - Completed and filed before Sept 30 each year
• 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 August 31, 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.

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. Additional fees also accumulate on MCA21 at multiples of normal fee depending on delay slab.

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 4 crore and turnover up to Rs 40 crore (limits revised by MCA Notification dated September 15, 2022). 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 Annual KYC

Every person who holds a Director Identification Number (DIN) allotted on or before 31 March 2026 must complete KYC by 30 September 2026.

Late fee: Rs 5,000 flat fee per director if filed after 30 September. The DIN is deactivated on the due date 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 Sep 2026

   AGM deadline + DIR-3 KYC deadline

   AGM: Section 96 | DIR-3 KYC: Rule 12A; Rs 5,000 late fee per director

4. 15 Oct 2026

   ADT-1 : auditor appointment intimation

   Within 15 days of AGM; Section 139 1)

5. 30 Oct 2026

   AOC-4 : audited financial statements

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

6. 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 carries its own Rs 100/day late fee under the Companies (Registration Offices and Fees) Rules, 2014.

Tax Garden vs Other ROC Compliance Providers

Why Tax Garden?

• Zero deadlines missed (calendar tracking)
• 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 August 31, 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. This triggers automatic DIN deactivation across all companies they are a director in, not just the defaulter. Re-activation requires filing DIR-10 and often a CGM or NCLT route.

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 was extended to 31 August 2026 by MCA General Circular No. 03/2026. It is now closed. 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 within 60 days of that same date. 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: Holding the AGM on 30 September but filing AOC-4 by 30 October instead of within 30 days.** The 30-day window is from the AGM date, not the calendar month. An AGM on 30 September makes 30 October the due date for AOC-4.

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. A four-director company that misses the 30 September deadline pays Rs 20,000 in late fees plus faces 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 across the FY, drafts every filing, coordinates with your statutory auditor, and files on the MCA V3 portal from our Kondapur office. See our compliance plans or talk to our team.