What are the mandatory annual ROC filings for a Pvt Ltd company in India?

Every Indian Pvt Ltd company must file at minimum: AOC-4 (financial statements — within 30 days of AGM), MGT-7 (annual return — within 60 days of AGM), ADT-1 (auditor appointment — within 15 days of AGM), DIR-3 KYC (director KYC — by September 30), and DPT-3 (outstanding loans/deposits — by June 30). Companies with outstanding dues to MSME suppliers must also file MSME-1 twice yearly. The AGM itself must be held within 6 months of the financial year end — for a March 31 year-end, by September 30.

What is the penalty for late ROC filing in India?

The penalty for late ROC filings on the MCA21 portal is Rs 100 per day per form, with no upper cap. A form filed 90 days late incurs Rs 9,000 in additional fees. A form filed 365 days late incurs Rs 36,500 — per form. If multiple forms are overdue simultaneously, the penalties multiply. Directors can also be personally penalised under the Companies Act 2013 for persistent non-compliance, and 3 consecutive years of non-filing triggers director disqualification under Section 164(2).

Does a Pvt Ltd company with zero revenue need to file ROC returns?

Yes. ROC compliance obligations apply from the date of incorporation regardless of whether the company has commenced operations, has any revenue, or has any employees. A company incorporated today with nil transactions must still hold an AGM, file AOC-4 and MGT-7 annually, keep its directors' DIR-3 KYC current, and file DPT-3. Many founders discover this problem years later when preparing for investment due diligence, by which point the accumulated penalties can be substantial.

What happens if a Pvt Ltd company does not file ROC returns for 3 years?

Under Section 164(2) of the Companies Act 2013, if a company fails to file annual returns (MGT-7) or financial statements (AOC-4) for 3 consecutive financial years, all directors of that company are disqualified for 5 years from being appointed as director of any company. Disqualified directors cannot be directors of other companies during this period. The company itself is also liable to be struck off the register under Section 248. Disqualification is automatic upon the 3-year non-filing — no notice is issued beforehand.

ROC Annual Compliance Checklist for Indian Pvt Ltd Companies

Who Must Comply and From When

ROC compliance under the Companies Act 2013 applies to every Pvt Ltd company registered in India from the date of incorporation — not from the date operations begin, not from the date the first revenue is earned. A company incorporated today with zero transactions, zero employees, and zero bank activity must still comply with every annual filing deadline.

This is the point that catches most early-stage founders: they incorporate, spend a year building the product, and assume there is nothing to file because "nothing happened." The ROC does not see it that way. Penalties begin accruing from the first missed deadline.

The Annual Compliance Calendar

For a company with a March 31 financial year-end (standard in India), the deadlines fall as follows. The AGM must be held by September 30 — all post-AGM deadlines are calculated from the actual AGM date.

Form	What It Covers	Deadline	Penalty for Late Filing
INC-20A	Declaration of commencement of business (one-time, only for companies incorporated after Nov 2, 2018)	Within 180 days of incorporation	Rs 50,000 on company; Rs 1,000/day on directors
ADT-1	Appointment of statutory auditor	Within 15 days of AGM (or 30 days of incorporation for first auditor)	Rs 300 per day (min Rs 30,000)
AOC-4	Financial statements — balance sheet, P&L, directors' report, auditor's report	Within 30 days of AGM	Rs 100 per day, no cap
MGT-7 / MGT-7A	Annual return — shareholding, directors, charges, other disclosures (MGT-7A for OPC and small companies)	Within 60 days of AGM	Rs 100 per day, no cap
DIR-3 KYC	Annual KYC update for every director holding a DIN	September 30 each year	DIN deactivated; Rs 5,000 to reactivate
DPT-3	Return of outstanding loans from directors, shareholders, and others (not public deposits)	June 30 each year	Rs 100 per day, no cap
MSME-1	Half-yearly return of outstanding dues to MSME suppliers exceeding 45 days	April 30 (Oct–Mar period) and October 31 (Apr–Sep period)	Rs 100 per day, no cap
MGT-14	Filing of certain board and shareholder resolutions (e.g., approval of financial statements, appointment of auditor)	Within 30 days of passing the resolution	Rs 100 per day, no cap

The Penalty Maths — Why Delays Compound Quickly

Rs 100 per day sounds modest until you calculate it across multiple forms filed simultaneously late. A typical scenario for a startup that missed an entire year:

Form	Days Late	Penalty
AOC-4	180 days	Rs 18,000
MGT-7	150 days	Rs 15,000
DPT-3	90 days	Rs 9,000
DIR-3 KYC (per director, 2 directors)	—	Rs 10,000 (Rs 5,000 × 2 to reactivate)
Total (one year, basic forms)		Rs 52,000+

Miss two years and the numbers roughly double. Miss three years and director disqualification is added to the equation — at which point cleaning up the compliance becomes significantly more complex and expensive than it would have been to file on time.

What Happens After 3 Years of Non-Filing

Section 164(2) of the Companies Act 2013 is the provision most founders are unaware of until it applies to them:

If a company fails to file its annual return (MGT-7) or financial statements (AOC-4) for 3 consecutive financial years, every director of that company is automatically disqualified.
A disqualified director cannot be appointed as director of any company — including other companies they currently direct — for a period of 5 years.
The disqualification is automatic on the breach occurring. No notice is sent, no hearing takes place beforehand.
The company is also liable to be struck off the MCA register under Section 248 as a defunct company.

This matters acutely for founders who incorporated a company for an idea that didn't work out, left it dormant, and later incorporated a second company for a new venture. If the first company has 3 years of non-filing on record, the founders' DINs carry the disqualification into the new company.

Four Forms Every New Pvt Ltd Must File in Year One

Beyond the annual cycle, companies incorporated after November 2, 2018 have one additional one-time obligation:

INC-20A (Declaration of Commencement of Business): Must be filed within 180 days of incorporation. Failure means the company cannot legally commence business and directors face Rs 1,000 per day in personal penalties. This form requires proof that paid-up share capital has been received — the bank statement showing the subscription money deposited by founders.
ADT-1 (First auditor appointment): The first statutory auditor must be appointed within 30 days of incorporation by the board, and ADT-1 filed. If the board fails to act, the members must appoint within 90 days. Startups routinely skip this and discover the non-compliance only when preparing for due diligence.
DIR-3 KYC: Each director must file within the September 30 deadline in the year of incorporation if their DIN was allotted before April 1 of that year.
MBP-1 (Disclosure of interest by directors): Every director must submit a disclosure of their interests in other entities at the first board meeting of each financial year. This is an internal document but its absence constitutes non-compliance.

What Due Diligence Will Find

Series A investors and acquirers conduct ROC compliance verification as a standard part of due diligence. A CA or law firm will pull the company's MCA filing history on the MCA21 portal and flag every late filing, every missing form, and every penalty outstanding. Gaps in compliance history routinely cause:

Delays to funding rounds while the company files overdue forms and pays accumulated penalties
Price adjustments or escrow holdbacks to cover the cost of cleaning up compliance
Investor concern about management quality and governance standards

The cost of staying current is significantly lower than the cost of catching up — both in penalties and in management time during a funding process.

About This Article
Written by Sharma Jyoti, CA (ICAI) — Founder, Sharma Jyoti and Co. We handle end-to-end ROC annual compliance for Indian Pvt Ltd startups — AOC-4, MGT-7, DIR-3 KYC, DPT-3, and all associated filings. Learn more →

Frequently Asked Questions

At minimum: AOC-4 (financial statements, within 30 days of AGM), MGT-7 (annual return, within 60 days of AGM), ADT-1 (auditor appointment, within 15 days of AGM), DIR-3 KYC (director KYC, by September 30), and DPT-3 (outstanding loans, by June 30). Companies with MSME supplier dues must also file MSME-1 twice yearly. The AGM must be held by September 30 for a March 31 year-end.

Rs 100 per day per form with no upper cap. A form filed 90 days late costs Rs 9,000 in additional fees. Multiple overdue forms multiply the penalty. Directors can also be personally penalised, and 3 consecutive years of non-filing triggers automatic director disqualification under Section 164(2) for 5 years.

Yes. ROC compliance applies from the date of incorporation regardless of revenue, operations, or activity. A company with zero transactions must still hold an AGM, file AOC-4, MGT-7, DIR-3 KYC, and DPT-3 annually. Founders who leave an incorporated company dormant without filing discover this only during due diligence for a later venture, by which point accumulated penalties can be significant.

Under Section 164(2) of the Companies Act 2013, all directors are automatically disqualified for 5 years — they cannot be appointed as director of any company during that period. The company is liable to be struck off the MCA register. Disqualification is automatic with no prior notice. It affects other companies the directors sit on, not just the non-compliant entity.