Everything You Need to Know About ROC Compliance for Pvt Ltd Companies

Introduction

A Private Limited Company (Pvt Ltd) is one of the most preferred business structures in India. It offers credibility, limited liability, and easier fundraising opportunities compared to other structures like proprietorships or partnerships. However, with these benefits come responsibilities. Every private limited company registered under the Companies Act, 2013 is required to comply with certain legal obligations. These obligations are monitored and enforced by the Registrar of Companies (ROC).

Whether your company is operational or dormant, fulfilling ROC compliances is mandatory to maintain its legal status. Non-compliance can result in penalties, director disqualification, or even the company being struck off from the ROC register.

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What is ROC Compliance?

The Registrar of Companies (ROC) is a government authority under the Ministry of Corporate Affairs (MCA) that oversees company administration in India. ROC compliance refers to the process of filing reports, forms, and returns that are legally mandated to ensure transparency and accountability in a company’s operations.

For Pvt Ltd companies, ROC compliance involves:

1. Holding board and shareholder meetings.

2. Filing annual returns and financial statements.

3. Notifying ROC about significant business events.

4. Maintaining statutory records.

These filings give the government and stakeholders a clear picture of the company’s financial health, governance, and overall operations.

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Why ROC Compliance is Important for Pvt Ltd Companies

Failing to meet compliance requirements can have serious consequences. Here’s why ROC compliance matters:

1. Legal Requirement – Non-compliance can result in heavy fines and penalties.

2. Business Credibility – Investors, banks, and clients often check a company’s compliance history before engaging.

3. Avoiding Director Disqualification – If a company fails to file returns for three consecutive years, its directors may be disqualified.

4. Access to Funding – Compliance history is a major factor when applying for loans or attracting investors.

5. Maintaining Active Status – ROC can strike off non-compliant companies from its register, making them inactive.

Also Read: Legal Compliances Checklist For Startups In India

Types of ROC Compliances

ROC compliances for Pvt Ltd companies can be divided into two main categories:

1. Mandatory Annual Compliances – Regular filings and actions that must be performed every year.

2. Event-Based Compliances – Filings that are triggered by specific company events such as a change in directors, office address, or issue of shares.

Let’s break these down in detail.

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Mandatory Annual ROC Compliances

1. First Board Meeting

1. A company must conduct its first board meeting within 30 days of incorporation.

2. Thereafter, at least two board meetings every year must be held, with a gap of not more than 120 days between two meetings.

3. Notice of the meeting must be given at least 7 days in advance.

4. Form MBP-1 must be filed by directors disclosing their interests in other entities.

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2. Annual General Meeting (AGM)

1. Except One Person Companies (OPC), every Pvt Ltd company must hold an AGM.

2. First AGM must be held within 9 months from the end of the first financial year.

3. Subsequent AGMs must be held within 6 months from the end of the financial year, but the gap between two AGMs cannot exceed 15 months.

4. At the AGM, shareholders approve financial statements, appoint/reappoint directors and auditors, and review board reports.

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3. Filing of Annual Returns – Form MGT-7

1. Every Pvt Ltd company must file its Annual Return (Form MGT-7) within 60 days of AGM.

2. It contains details like:

   1. Shareholding pattern.

   2. List of directors and key managerial personnel.

   3. Details of meetings.

   4. Share transfers.

4. Filing of Financial Statements – Form AOC-4

1. Financial statements, including the Balance Sheet, Profit & Loss Account, and Board Report, must be filed with ROC in Form AOC-4 within 30 days of AGM.

2. Financial statements must be audited by a Statutory Auditor before filing.

5. Income Tax Return Filing

1. Apart from ROC filing, companies must file Income Tax Returns (ITR-6) every year, irrespective of profit or loss.

2. The due date is 30th September of the assessment year (unless extended by the government).

6. Statutory Registers Maintenance

Every Pvt Ltd company must maintain:

1. Register of Members.

2. Register of Directors.

3. Register of Charges.

4. Minutes of Board & General Meetings.

5. Register of Share Allotment.

These must be kept updated and available for inspection.

7. Director Identification Number (DIN) KYC – Form DIR-3 KYC

1. Every director must file DIR-3 KYC annually with updated personal details.

2. Non-filing leads to DIN deactivation and a penalty of ₹5,000.

8. Appointment of Auditor – Form ADT-1

1. A company must appoint its first auditor within 30 days of incorporation.

2. Subsequent auditors are appointed for 5 years in the AGM, and details must be filed with ROC using Form ADT-1.

9. Commencement of Business – Form INC-20A

1. Every Pvt Ltd company incorporated after 2019 must file INC-20A within 180 days of incorporation.

2. This is mandatory before starting business operations or borrowing funds.

Also Read: Procedure, Document Checklist And Costs For Incorporation Of A Private Limited Company

Event-Based ROC Compliances

Event-based compliances arise when specific changes or activities take place within the company. Some of the common ones include:

1. Change in Directors – Form DIR-12

• Any appointment, resignation, or change in designation of directors must be filed with ROC within 30 days.

2. Change in Share Capital – Form SH-7

1. Alteration of authorized share capital requires filing SH-7 within 30 days.

2. For allotment of new shares, Form PAS-3 must be filed within 15 days.

3. Change in Registered Office – Form INC-22 / MGT-14

1. Shift within the same ROC jurisdiction – file INC-22.

2. Shift to another ROC jurisdiction – requires MGT-14 + RD approval.

4. Charge Creation / Modification – Form CHG-1

• When a loan is taken by creating a charge on company assets, the charge must be filed with ROC in Form CHG-1 within 30 days (extendable to 120 days with additional fees).

5. Satisfaction of Charge – Form CHG-4

• Once the loan is repaid, the company must file CHG-4 within 30 days to record charge satisfaction.

6. Auditor Resignation – Form ADT-3

• If an auditor resigns, the company must file ADT-3 within 30 days.

7. Delay in MSME Payments – Form MSME-1

• If payments to Micro and Small Enterprises are delayed beyond 45 days, the company must report the details bi-annually in Form MSME-1.

8. Return of Deposits – Form DPT-3

• Every company that accepts deposits or loans must file DPT-3 annually before 30th June.

9. Resolutions and Agreements – Form MGT-14

• Special resolutions and certain board resolutions must be filed with ROC in MGT-14.

10. Substantial Beneficial Ownership – Form BEN-2

• Companies must disclose details of any individual holding 25% or more beneficial ownership in Form BEN-2.

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Penalties for Non-Compliance

Non-compliance can lead to heavy fines. Here are some common penalties:

• Failure to hold AGM – ₹25,000 on the company + ₹5,000 on every officer.

• Non-filing of Annual Return (MGT-7) – ₹100 per day of delay.

• Non-filing of Financial Statements (AOC-4) – ₹100 per day of delay.

• Non-filing of DIN KYC – DIN deactivation + ₹5,000 penalty.

• Failure to file INC-20A – ₹50,000 on company + ₹1,000 per day on directors.

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Practical Tips to Stay ROC Compliant

1. Maintain a Compliance Calendar – Track all due dates.

2. Hire a Professional – A Company Secretary (CS) or Chartered Accountant (CA) can help avoid mistakes.

3. Use Technology – Many compliance management software tools can send reminders and help with filings.

4. Conduct Regular Internal Audits – Ensure registers, books, and minutes are updated.

5. Don’t Ignore Small Penalties – Delays accumulate into huge amounts.

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Common Myths About ROC Compliance

• Myth 1: Small companies don’t need to comply.

  • Fact: ROC compliance is mandatory regardless of turnover or profit.

• Myth 2: Non-operational companies are exempt.

  • Fact: Even dormant companies must file returns unless formally closed.

• Myth 3: Penalties are minor.

  • Fact: Penalties can run into lakhs, along with director disqualification.

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Latest Updates in ROC Compliance (2025)

1. MCA’s V3 portal has simplified filing processes with e-forms now integrated into an online dashboard.

2. Additional disclosures in financial statements are now mandatory, including CSR expenditure and related party transactions.

3. Small companies benefit from relaxed compliance norms, such as exemption from certain board meetings.

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Conclusion

ROC compliance for Pvt Ltd companies may seem overwhelming at first glance, but with proper planning and expert help, it becomes manageable. Compliance ensures transparency, builds credibility, protects directors from penalties, and allows businesses to grow smoothly.

If you are a business owner, consider consulting a legal compliance expert to handle your ROC filings. This allows you to focus on business growth while ensuring that your company remains legally sound.