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ROC Filing Essentials for Private Limited Companies

CorpDesk Team

CorpDesk Team

1/20/2025

#roc#compliance#mca#company-law
ROC Filing Essentials for Private Limited Companies

ROC Compliance: A Complete Guide for Private Limited Companies

Registrar of Companies (ROC) compliance is a fundamental obligation for every private limited company in India. Unlike GST which deals with taxes, ROC filings are about maintaining your company's legal standing with the Ministry of Corporate Affairs (MCA).

Why ROC Compliance Matters

Non-compliance with ROC requirements can lead to:

  • Heavy penalties (up to ₹1 lakh per form)
  • Disqualification of directors
  • Company being marked as "Active Non-Compliant" or struck off
  • Personal liability on directors
  • Difficulty in raising funds or selling the company

Essential Annual ROC Filings

Every private limited company must file these forms annually:

Form AOC-4 (Financial Statements)

  • Due Date: Within 30 days of AGM
  • Contains: Balance sheet, P&L statement, cash flow statement, notes

Form MGT-7A (Annual Return)

  • Due Date: Within 60 days of AGM
  • Contains: Shareholding pattern, director details, company particulars

Form ADT-1 (Auditor Appointment)

  • Due Date: Within 15 days of AGM
  • Required when: Appointing or re-appointing statutory auditor

Event-Based ROC Filings

Beyond annual filings, certain events trigger immediate filing requirements:

Director Changes

  • DIR-12: Appointment or resignation of directors (within 30 days)
  • DIR-3 KYC: Director KYC verification (annually by 30th September)

Share Capital Changes

  • PAS-3: Allotment of shares (within 30 days)
  • SH-7: Increase in authorized capital (within 30 days)

Registered Office

  • INC-22: Change of registered office (within 30 days)

Charge Registration

  • CHG-1: Creation of charge (within 30 days)
  • CHG-4: Satisfaction of charge (within 30 days)

Annual General Meeting Requirements

Private limited companies must hold their AGM:

  • Within 6 months from the end of the financial year
  • Not later than 15 months from the previous AGM
  • Can be held at the registered office or within the same city

AGM Agenda Must Include:

  1. Adoption of financial statements
  2. Declaration of dividend (if any)
  3. Appointment/re-appointment of auditors
  4. Appointment of directors retiring by rotation

Director Compliance Essentials

Directors have personal compliance obligations:

DIR-3 KYC

  • Annual verification of DIN
  • Due by 30th September every year
  • ₹5,000 penalty for late filing

Disclosure of Interest (MBP-1)

  • Declaration of interest in other entities
  • Filed at first board meeting of the year

Common ROC Compliance Mistakes

  1. Missing the AGM Deadline: Holding AGM late attracts penalties on the company and every officer in default

  2. Incorrect Director DINs: Using deactivated or wrong DINs leads to form rejection

  3. Not Updating Director KYC: Directors whose KYC lapses get their DINs deactivated

  4. Ignoring Board Meeting Requirements: Minimum 4 board meetings per year with gap not exceeding 120 days

  5. Delayed Event Filings: Many founders delay filing changes, leading to compounding penalties

Penalties for Non-Compliance

| Form | Normal Fee | Late Fee Structure | |------|-----------|-------------------| | AOC-4 | ₹300-600 | ₹100/day (max 12x normal fee) | | MGT-7A | ₹200-400 | ₹100/day (max 12x normal fee) | | DIR-12 | ₹300 | ₹100/day | | DIR-3 KYC | ₹0 | ₹5,000 flat |

How CorpDesk Simplifies ROC Compliance

CorpDesk automatically:

  • Tracks All Deadlines: Based on your company's incorporation date and AGM schedule
  • Sends Proactive Reminders: Alerts at 30, 15, and 7 days before due dates
  • Monitors Director KYC: Tracks DIR-3 KYC status for all directors
  • Maintains Compliance History: Complete audit trail of all filings

Building a Compliance Calendar

Here's a suggested annual compliance calendar:

April - June

  • Prepare for financial year-end
  • Schedule auditor meeting
  • Plan AGM date

July - September

  • Complete audit
  • Hold AGM (within 6 months of FY end)
  • File AOC-4 and MGT-7A
  • Complete DIR-3 KYC (by 30th Sept)

October - December

  • Quarterly board meeting
  • Review pending filings

January - March

  • Plan for upcoming FY
  • Review compliance checklist
  • Quarterly board meeting

Conclusion

ROC compliance is non-negotiable for private limited companies. The key to stress-free compliance is staying organized, maintaining a compliance calendar, and filing on time.

CorpDesk helps you stay on top of all ROC requirements. Our intelligent tracking system ensures you never face penalties due to missed deadlines.

Start your compliance journey with CorpDesk today.