Introduction
Every Private Limited Company registered under the Companies Act, 2013 must comply with annual filing requirements with the Registrar of Companies (ROC). These filings are not optional they are mandatory to ensure transparency, accountability, and compliance with the law.
Many business owners ignore these filings, often because their company is inactive or has low business activity. However, non-compliance can lead to heavy penalties, disqualification of directors, or even the striking-off of the company. In this blog, we’ll walk you through a complete guide to ROC annual filings for Private Limited Companies in India.
Why Are ROC Annual Filings Important?
Annual ROC filings are more than just a legal formality. They:
- Ensure that the company is legally compliant under the Companies Act, 2013.
- Build trust with investors, lenders, and stakeholders, who often check ROC records.
- Help avoid penalties, which can pile up at ₹100 per day per form.
- Maintain the company’s active legal status, preventing it from being struck off.
ROC Annual Filing Requirements for Private Limited Companies:
Filing of Financial Statements – Form AOC-4
All Private Limited Companies must file their audited financial statements in Form AOC-4.
Purpose: Filing Balance Sheet, Profit & Loss Account, and related documents.
Due Date: Within 30 days from the conclusion of the Annual General Meeting (AGM).
Attachments:
- Audited Financial Statements
- Board’s Report
- Auditor’s Report
- CSR Report (if applicable)
Filing of Annual Return – Form MGT-7 / MGT-7A
Annual return is a comprehensive disclosure of the company’s shareholding and management.
Purpose: Filing details of shareholders, directors, and changes during the year.
Due Date: Within 60 days from the conclusion of the AGM.
Applicability:
- MGT-7A for small companies and OPCs
- MGT-7 for other companies
Attachments:
- List of shareholders and debenture holders
- Details of share transfers
Appointment of Auditor – Form ADT-1
Every company must appoint an auditor for a period of 5 years.
Purpose: Intimation to ROC about appointment/reappointment of statutory auditors.
Due Date: Within 15 days of the AGM.
Annual Filing Calendar for Private Limited Companies
| Compliance | Form | Due Date |
| Appointment of Auditor | ADT-1 | Within 15 days of AGM |
| Filing of Financial Statement | AOC-4 | Within 30 days of AGM |
| Filing of Annual Return | MGT-7 / MGT-7A | Within 60 days of AGM |
Penalties for Non-Compliance
Failure to comply with ROC annual filings can have severe consequences:
Late Fee: ₹100 per day for each form (no upper cap).
Directors: Disqualification under Section 164(2) if non-filing continues.
Company: Possible strike-off by the MCA.
Example: If a company delay filing AOC-4 by 60 days, it will incur ₹6,000 in penalties, and the cost can keep increasing.
Real-Life Case Study
In 2017, the Ministry of Corporate Affairs struck off over 2 lakh companies for non-filing of annual returns and financial statements. Directors of these companies were disqualified for five years, and their credibility suffered badly. Many start-ups and small businesses faced reputational and operational setbacks simply because they ignored ROC filings.
Practical Tips to Avoid Penalties
- Conduct your AGM on time (latest by September 30 each year).
- Keep statutory registers updated throughout the year.
- Set compliance reminders for due dates.
- Engage a Practising Company Secretary (PCS) to ensure accurate and timely filing.
- Review all attachments carefully before uploading forms.
Conclusion
Annual ROC filings are the backbone of corporate compliance for every Private Limited Company. They help maintain transparency, investor trust, and legal status while avoiding hefty penalties.
For directors and entrepreneurs, ensuring timely ROC compliance is not just about fulfilling a legal obligation it’s about building a strong, trustworthy, and sustainable business. Engaging a Company Secretary ensures that your filings are managed efficiently, giving you peace of mind and allowing you to focus on growing your business.