Annual ROC Compliances for Private Companies in India

Under the Companies Act, all companies incorporated in India must file specific documents annually with the Registrar of Companies (ROC). These companies are crucial for compliance with Indian corporate laws and regulations. Failure to comply with these regulations can result in penalties and fines for the company’s officers, directors, or the company itself. Following are a comprehensive list of Annual ROC Compliances.

1. Board Meetings:

Description: Every company is required to hold at least four board meetings per year, and the difference between any two meetings must not be more than 120 days. In the case of one-person companies, dormant companies, small companies, and Section 8 companies, it is required to hold one board meeting in each half of the year, and the difference between two meetings must be more than 90 days. The first board meeting of a company must be held within 30 days of its incorporation.

Deadline: The notice for the Board Meeting must be sent to all directors at least 7 days in advance to their registered address with the company. This notice can be sent by hand delivery, post, or electronic means.

2. Disclosure of Interest by Directors (Form MBP-1):

Description: Directors are required to disclose their interests in other entities or businesses to avoid conflicts of interest.

Deadline: Must be disclosed at the first board meeting of the financial year.

3. Preparation of Minutes:

Description: Minutes of Meeting are records of the decisions taken during a meeting. Minutes provide a true and fair summary of the proceedings of the meeting, and they must be prepared according to secretarial standards 1 as approved by the Central Government . These minutes serve as evidence of what was discussed and decided in the meeting.

Deadline: Every company must prepare, sign, and keep minutes of every meeting within 30 days of the meeting’s conclusion.

4. Maintaining Statutory Register:

Description: According to the Companies Act, 2013, every company is required to maintain statutory registers, which must be kept at the registered office of the company in either paper or electronic form. These registers include:

  • Register of Members
  • Register of Debenture Holders/ Other Securities Holders
  • Register of Directors and Key Managerial Personnel and Their Shareholding
  • Register of Renewed and Duplicate Share Certificate
  • Register of Sweat Equity Shares
  • Register of Employee Stock Option
  • Register of Shares/Other Securities Bought Back
  • Register of Charges
  • Register of Loans, Guarantee, Security And Acquisition Made By Company
  • Register of Investment Not Held In Its Own Name By The Company
  • Register of Contracts With Related Parties And Contracts And Bodies, Etc., In Which Directors Are Interested
5. Return of Deposits (Form DPT-3):

Description: The e-Form DPT-3 is an Annual compliance form mandatory for companies to disclose their financial obligations, more specifically about deposits and the transactions related to them, annually in a time bound manner.

Deadline: On or before June 30th, every year.

6. Filing of form MSME-1:

Description: Companies must file e-form MSME-1 if they have purchased goods or services from MSME suppliers and the payments to these suppliers are overdue by more than 45 days from the date of accepting the goods or services. The purpose of filing this form is to ensure timely payment to MSMEs and to promote their growth and sustainability by providing a mechanism to track payments due from larger companies. Read E-form MSME-1 article to learn more. 

Deadline:The MSME-1 form is submitted to the MCA every six months. For the period from April to September, the due date is 31st October. For the period from October to March, the due date is 30th April.

7. DIR-3 KYC: Director KYC Submission:

Description: Directors must submit their KYC details annually through Form DIR-3, provided their Director Identification Number (DIN) was allotted by March 31st of that year and the status is ‘Approved’. Failure to file DIN eKYC results in a penalty of Rs. 5,000.

Deadline: It must be filed by September 30th for each year.

8. Conducting the Annual General Meeting (AGM):

Description: During the AGM, shareholders, directors, and Key Managerial Personnel gather to discuss and decide on various important matters pertaining to the company’s operations and to discuss the company’s performance, approve financial statements, declare dividends, and appoint or reappoint directors and auditors.

Deadline: The deadline for holding the Annual General Meeting (AGM) must be within 9 (nine) months from the end of the financial year for a company holding its first AGM. For subsequent AGMs, the deadline is within 6 (six) months from the end of the financial year, typically by September 30th.

9. Financial Statements Submission (Form AOC-4):

Description: This filing encompasses the submission of financial statements, including the balance sheet, profit and loss account, and cash flow statement, along with accompanying reports like the Director’s Report and Auditor’s Report.

Deadline: Within 30 days from the conclusion of the AGM.

10. Annual Return Filing (Form MGT-7/MGT-7A):

Description: The annual return offers a thorough overview of the company’s financial status, encompassing information about its shareholders, directors, and significant financial indicators. Companies other than OPCs and small companies must file Form MGT-7; on the other hand, OPCs and small companies must file Form MGT-7A.

Deadline: Within 60 days from the conclusion of the Annual General Meeting (AGM).

11. Appointment of Auditor (Form ADT-1):

Description: Companies must intimate the ROC about the appointment or reappointment of auditors in the AGM through this filing.

Deadline: Within 15 days from the conclusion of the AGM.

12. DIR-12: Regularisation of Directors at the AGM:

Description: This form relates to changes in the company’s directorship, encompassing the regularisation of additional director to director at the AGM.

Deadline: It must be filed within 30 days of the AGM.

Importance of Compliance:

Ensuring legal adherence by complying with the provisions of the Companies Act, 2013 and other relevant regulations fosters transparency and accountability in financial reporting and governance practices. This transparency builds trust among stakeholders and helps avoid penalties and legal repercussions for non-compliance.

Consequences of Non-Compliance:

Not meeting annual compliance requirements can lead to fines from regulators and even legal trouble, including prosecution and disqualification of directors. Additionally, if people think a company isn’t following the rules properly, it can hurt the company’s reputation, making investors nervous and hurting relationships with other businesses. 


Annual compliances are important for companies to help them keep things running smoothly, make sure the company follows the rules, and maintain a good reputation. By doing these tasks well, companies show they’re transparent, accountable, and responsible. Additionally, they avoid getting into legal trouble, save money on penalties, and keep people’s trust. So, taking care of annual compliances isn’t just a legal duty; it’s a smart move for keeping everyone happy and ensuring the company’s success in the long run.

Would you like to file annual compliances for your company? Hurry up! Legal Terminus can provide valuable assistance in smoothly and efficiently handling these processes. Our experts ensure a hassle-free and timely transition, helping you fulfil your legal and regulatory obligations effectively. Reach out to us now to take advantage of our expert services and free consultation.


This document is intended for informational purposes and provides a general overview of the compliance requirements for a private limited company in India as per the Companies Act, 2013. It should not be construed as legal advice. Entities and individuals must consult legal experts to ensure compliance with the specific legal requirements and interpretations of the Act.

Prepared by
Mr. Smruti Ranjan Sahoo
(B. Com., LL.B)

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