The Annual ROC Compliance Checklist Every Private Company Needs

A plain-language rundown of the filings your company can't afford to miss each year.

Every private limited company registered under the Companies Act, 2013 carries a fixed annual compliance cycle with the Registrar of Companies — regardless of whether the company actually did any business that year. Here's the checklist we work through with clients each year.

The annual filing cycle

• Appoint or ratify the statutory auditor. A company's first auditor is typically appointed within 30 days of incorporation; afterward, the appointment usually runs for a 5-year term, subject to ratification requirements.
• Hold the required number of board meetings. Most private companies need at least 4 board meetings a year, with no more than a 120-day gap between two consecutive meetings. Small companies have a lighter requirement — at least 2 meetings, one in each half of the year, at least 90 days apart.
• Hold the Annual General Meeting (AGM) within 6 months of the financial year closing (so by 30 September for a 31 March year-end); a company's first AGM gets up to 9 months.
• File Form AOC-4 (financial statements) within 30 days of the AGM.
• File Form MGT-7 or MGT-7A (annual return) within 60 days of the AGM.
• DIR-3 KYC for every director holding a DIN — due annually, typically by 30 September.
• Form DPT-3 (return of deposits and other specified receipts), where applicable, typically due by 30 June.
• Keep statutory registers and minute books updated — registers of members, directors, charges, and board/general meeting minutes.

Separately, the company's income tax return and tax audit (if applicable) run on their own deadlines under the Income Tax Act — independent of the ROC calendar above.

What happens if you miss these

Late filing of AOC-4 or MGT-7 attracts an additional government fee for every day of delay, on top of the normal filing fee. Persistent non-filing across years can lead to the company and its directors being flagged, and in serious cases, the company being marked for strike-off by the ROC.