Every private limited company in India operates under a dual mandate: grow the business and stay compliant with the Registrar of Companies (ROC). The second part is non-negotiable. Missing a single filing deadline can trigger penalties that escalate to lakhs of rupees, and in extreme cases, disqualify directors from holding office.
This guide covers the complete ROC compliance checklist for private limited companies—annual forms, board meeting requirements, event-based filings, penalties, and the one-time relief scheme that could save your company from massive late fees.
What is ROC Compliance?
ROC compliance refers to all the statutory filings and regulatory requirements that a company must fulfil under the Companies Act, 2013. The Registrar of Companies (ROC) is the authority responsible for monitoring these compliances for companies registered in India.
For a private limited company, ROC compliance is not optional—it is a legal obligation that applies regardless of turnover, profitability, or business activity. Even a company with zero revenue, no employees, and no transactions must file its annual returns every year until it is formally struck off.
ROC Compliance Meaning
ROC compliance encompasses:
- Filing annual financial statements (AOC-4) and annual returns (MGT-7)
- Holding board meetings and Annual General Meetings (AGM)
- Maintaining statutory registers and records
- Filing event-based forms for director changes, address changes, and shareholding changes
- Complying with director KYC requirements (DIR-3 KYC)
Annual ROC Compliance Checklist for Private Limited Companies
Every private limited company must complete the following annual compliances within the prescribed timelines. The financial year for most companies ends on March 31, and the compliance cycle begins shortly after.
1. Hold the Annual General Meeting (AGM)
Requirement: Every company must hold an AGM within six months of the end of the financial year.
For FY 2025-26 (ending March 31, 2026):
- Deadline: September 30, 2026
Penalty for non-compliance:
- Directors may be disqualified
- The company may face prosecution under the Companies Act
2. File AOC-4 (Financial Statements)
What It Is: Form AOC-4 is used to file the company's audited financial statements—balance sheet, profit and loss account, cash flow statement, and directors' report—with the ROC.
Due Date: Within 30 days of the AGM.
For FY 2025-26 (assuming AGM on September 30, 2026):
- Deadline: October 29, 2026
- Alternative date: October 30, 2026
Late Filing Penalty: ₹100 per day with no upper limit
Fee: Ranges from ₹200 to ₹600 based on authorised share capital
3. File MGT-7 / MGT-7A (Annual Return)
What It Is: Form MGT-7 is the annual return that contains details of shareholders, directors, and other company information.
Due Date: Within 60 days of the AGM.
For FY 2025-26 (assuming AGM on September 30, 2026):
- Deadline: November 28, 2026
Late Filing Penalty: ₹100 per day (maximum ₹5 lakh)
Note: Small companies and OPCs can file MGT-7A, a simplified version.
4. File ADT-1 (Auditor Appointment / Reappointment)
What It Is: Form ADT-1 is filed to intimate the ROC about the appointment or reappointment of the statutory auditor. The appointment must be made by the board within 30 days of incorporation or by the shareholders at the AGM.
Due Date: Within 15 days of the AGM.
For FY 2025-26 (assuming AGM on September 30, 2026):
- Deadline: October 14, 2026
5. File DIR-3 KYC (Director KYC)
What It Is: Every director holding a Director Identification Number (DIN) must complete KYC filing. Starting from March 31, 2026, this is no longer an annual requirement—it must be filed once every three consecutive financial years.
New Deadline: June 30 of the applicable year (replacing the earlier September 30 deadline).
Key Change: Directors holding a DIN as on March 31 of a financial year must file DIR-3 KYC Web once every third consecutive financial year, on or before June 30.
Penalty: ₹5,000 if filed after the due date
6. File DPT-3 (Return of Deposits)
What It Is: Form DPT-3 is the return of deposits and outstanding loans that must be filed annually.
Due Date: June 30, 2026
7. File MSME-1 (Outstanding Payments to MSMEs)
What It Is: Every company must file a statement of outstanding payments to micro and small enterprises (MSMEs).
Due Date:
- For the period October-March: April 30
- For the period April-September: October 31
Penalty: ₹20,000 to ₹3,00,000 for non-compliance
ROC Compliance Calendar for Private Limited Companies (FY 2025-26)
Here is the complete compliance calendar for FY 2025-26 (filings in 2026):
| Compliance | Form | Due Date |
|---|---|---|
| Annual General Meeting (AGM) | — | September 30, 2026 |
| Auditor Appointment/Reappointment | ADT-1 | October 14, 2026 |
| Financial Statements | AOC-4 | October 29/30, 2026 |
| Annual Return | MGT-7 / MGT-7A | November 28, 2026 |
| Return of Deposits | DPT-3 | June 30, 2026 |
| Director KYC | DIR-3 KYC | June 30 (once every 3 years) |
| MSME Outstanding Payments | MSME-1 | April 30 / October 31 |
Event-Based ROC Compliance
Beyond annual filings, certain events trigger mandatory ROC filings within specified deadlines:
Director Changes (Form DIR-12)
- What: Appointment, resignation, or removal of a director
- Due Date: Within 30 days of the event
Registered Office Change (Form INC-22)
- What: Change in registered office address
- Due Date: Within 15 days for same-city moves; within 30 days for within-state moves
Shareholding Changes (Form PAS-3 / SH-7)
- What: Share allotment (PAS-3) or increase in authorised capital (SH-7)
- Due Date: Within 30 days of the event
Change of Directors' Interest (Form MBP-1)
- What: Disclosure of interest by directors
- Requirement: At the first board meeting of each financial year
Board Meetings
- Requirement: Minimum 4 board meetings per year with a maximum gap of 120 days between meetings
- Penalty: ₹25,000 for the company; ₹5,000 per officer in default
ROC Penalties for Late Filing
Additional Fees Under Section 403
Late filing of ROC forms attracts additional fees based on the delay period:
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2 times the standard fees |
| 30 to 60 days | 4 times the standard fees |
| 60 to 90 days | 6 times the standard fees |
| 90 to 180 days | 10 times the standard fees |
| More than 180 days | 12 times the standard fees |
Daily Penalties for Late Filing
| Form | Penalty | Maximum Cap |
|---|---|---|
| AOC-4 | ₹100 per day | No limit |
| MGT-7 / MGT-7A | ₹100 per day | ₹5,00,000 |
| ADT-1 | ₹100 per day | As per fee structure |
| DIR-3 KYC | ₹5,000 (one-time) | ₹5,000 |
| DPT-3 | ₹100 per day | As per fee structure |
| DIR-12 (Director Change) | ₹100 per day | As per fee structure |
| INC-22 (Office Change) | ₹1,000 per day | ₹1,00,000 |
Director Disqualification
If a company fails to file its annual returns for three consecutive years, directors can be disqualified under Section 164(2) of the Companies Act.
CCFS 2026: 90% Waiver on Late Filing Fees — EXPIRES AUG 31, 2026
⚠️ URGENT: The Companies Compliance Facilitation Scheme (CCFS) 2026 expires on August 31, 2026—in just 3 days. If you have pending ROC filings, file now to avail this one-time relief.
Key Benefits
| Benefit | Details |
|---|---|
| 90% Waiver | Pay only 10% of the additional (late) fee that would otherwise be due |
| Forms Covered | AOC-4, MGT-7, MGT-7A, ADT-1, and other specified forms |
| Scheme Period | April 15, 2026 to August 31, 2026 (expires TODAY) |
Example
If your company's late fee for MGT-7 is ₹30,000, under CCFS 2026 you pay only ₹3,000 (10%). The normal filing fee remains payable.
How to avail: File pending ROC forms with normal fees plus 10% of the additional fees through the MCA portal (mca.gov.in) immediately.
⏰ ACTION REQUIRED: File by August 31, 2026, or lose the waiver benefit permanently.
Who is Responsible for ROC Compliance?
| Role | Responsibility |
|---|---|
| Board of Directors | Overall compliance with the Companies Act |
| Managing Director / CEO | Ensuring timely filing of all ROC forms |
| Company Secretary | Preparing board minutes, maintaining statutory registers, and coordinating filings |
| Statutory Auditor | Auditing financial statements and issuing audit reports |
| Compliance Officer | Tracking deadlines and filing proactively |
Common ROC Compliance Mistakes to Avoid
1. Assuming "no business activity" means "no filing required"
Every company—even with zero turnover, no employees, and no transactions—must file AOC-4 and MGT-7 every year until it is formally struck off.
2. Missing the AGM deadline
The AGM must be held within six months of the financial year end. Missing this deadline triggers director disqualification risk and cascading delays in other filings.
3. Filing the wrong form
Small companies must use MGT-7A, not MGT-7. Using the wrong form can lead to rejection and additional fees.
4. Not tracking director KYC cycles
With the shift to a three-year KYC cycle (effective March 31, 2026), directors must track when their next filing is due. The deadline is now June 30, not September 30.
5. Missing event-based filing deadlines
Changes in directors, registered office, or share capital trigger 30-day filing deadlines. Missing these can attract ₹100 per day penalties that compound quickly.
6. Delaying until after the deadline
Every week of delay multiplies your late fees. A ₹500 filing that would cost ₹1,000 in late fees at 30 days can cost ₹10,000 at 180 days due to the section 403 multiplier (12x).
ROC Compliance at a Glance: Quick Reference
| Compliance Type | Form | Deadline | Late Penalty |
|---|---|---|---|
| Financial Statements | AOC-4 | 30 days after AGM | ₹100/day (no cap) |
| Annual Return | MGT-7 / MGT-7A | 60 days after AGM | ₹100/day (max ₹5L) |
| Auditor Appointment | ADT-1 | 15 days after AGM | ₹100/day |
| Director KYC | DIR-3 KYC | June 30 (once every 3 years) | ₹5,000 |
| Return of Deposits | DPT-3 | June 30 | ₹100/day |
| Director Change | DIR-12 | 30 days of event | ₹100/day |
| Office Address Change | INC-22 | 15/30 days of event | ₹1,000/day (max ₹1L) |
| Board Meetings | — | Min 4/year, max 120 days gap | ₹25,000 company + ₹5,000/officer |
Where Tax Garden Helps
ROC compliance requires meticulous attention to deadlines, accurate form filing, and timely payment of fees. A single missed filing can cost lakhs in late fees and penalties.
Tax Garden helps you:
- File AOC-4, MGT-7, ADT-1, DIR-12, INC-22, and all other ROC forms
- Meet ROC filing due dates with calendar reminders and proactive filing
- Avail CCFS 2026 benefits for pending filings (expires Aug 31, 2026)
- Keep your company compliant and avoid director disqualification
- Track event-based filings and prevent cascading penalties
Frequently Asked Questions
Q: What is ROC compliance for a private limited company?
A: ROC compliance refers to all the statutory filings and regulatory requirements that a private limited company must fulfil under the Companies Act, 2013. This includes annual filings (AOC-4, MGT-7), board meetings, director KYC, and event-based filings like director changes or address changes.
Q: What are the annual ROC filing due dates for FY 2025-26?
A: AGM by September 30, 2026; AOC-4 by October 29/30, 2026; MGT-7 by November 28, 2026; ADT-1 by October 14, 2026; and DIR-3 KYC and DPT-3 by June 30, 2026.
Q: What is the penalty for late ROC filing?
A: Late filing attracts ₹100 per day for AOC-4 (no upper limit), ₹100 per day for MGT-7 with a maximum of ₹5 lakh. Additional multiplier fees (2x to 12x) apply based on delay duration under Section 403. Directors can also be disqualified for persistent defaults.
Q: What is CCFS 2026 and how does it help?
A: CCFS 2026 is a one-time compliance scheme offering a 90% waiver on additional (late) fees for pending ROC filings. Companies need to pay only the normal filing fee plus 10% of the late fee. The scheme expires August 31, 2026.
Q: How often is DIR-3 KYC required?
A: From March 31, 2026, DIR-3 KYC must be filed once every three consecutive financial years, not annually. The due date is June 30 of the applicable year, replacing the earlier September 30 deadline.
Q: What happens if I don't file ROC returns for 3 years?
A: If a company fails to file its annual returns for three consecutive years, directors can be disqualified under Section 164(2) of the Companies Act. The company's name may also be struck off from the ROC register.
Q: Is a company with no business activity required to file ROC returns?
A: Yes. Annual filing is independent of business activity, revenue, or profit. Every company must file AOC-4 and MGT-7 every year until it is formally struck off.
Q: Can I avail the CCFS 2026 waiver now?
A: Yes, but only if you file by August 31, 2026. The scheme ends in 3 days, so file immediately through the MCA portal to claim the 90% reduction in late fees.
Sources: Companies Act, 2013; Ministry of Corporate Affairs (mca.gov.in); Form guides on MCA portal. Verify current due dates, fee structures, and procedures on mca.gov.in before filing, as rules may be updated periodically. This article is general information on ROC compliance and not a substitute for professional advice from a Company Secretary or legal advisor.