TL;DR
- ROC compliance is the set of filings a private limited company must make with the Registrar of Companies under the Companies Act, 2013. Form AOC-4 is due within thirty days of the annual general meeting and Form MGT-7 or MGT-7A within sixty days of it. Form DPT-3 falls on 30 June, and Form DIR-3 KYC Web is now a once-in-three-financial-years intimation.
Last updated: 16 October 2026
Quick Answer: ROC compliance is the set of filings every private limited company must make with the Registrar of Companies (ROC) under the Companies Act, 2013. The annual core is Form AOC-4 within thirty days of the annual general meeting and Form MGT-7 or MGT-7A within sixty days of it. Event-based forms and director intimations run on their own clocks.
The Registrar of Companies is the filing authority for every company incorporated in India, and the Companies Act, 2013 fixes what reaches it and when. For a private limited company the recurring load is modest: three returns in a year carrying no corporate events, plus one director intimation once every three financial years.
ROC compliance at a glance: the recurring Companies Act filings
| Filing | Provision | Deadline |
|---|---|---|
| Form AOC-4 (financial statements) | Section 137(1) | Within thirty days of the annual general meeting |
| Form MGT-7 (annual return) | Section 92(4), read with rule 11(1) | Within sixty days of the annual general meeting |
| Form MGT-7A (abridged annual return) | Section 92(4), read with rule 11(1) | Within sixty days of the annual general meeting |
| Notice of auditor appointment (Form ADT-1) | Section 139(1), last proviso | Within fifteen days of the meeting at which the auditor is appointed |
| Form DPT-3 (return of deposits and other receipts) | Rule 16, Companies (Acceptance of Deposits) Rules, 2014 | On or before 30 June each year |
| Form DIR-3 KYC Web (director intimation) | Rule 12A(1), Companies (Appointment and Qualification of Directors) Rules, 2014 | By 30 June, once every third consecutive financial year |
What Does ROC Compliance Cover for a Private Limited Company?
ROC compliance covers the documents the Companies Act, 2013 requires a company to deliver to the Registrar of Companies. Three things reach the Registrar every year: the financial statements, the annual return, and the return of deposits and other receipts. Everything else is triggered by an event, such as an auditor appointment or a change in a director's contact details.
Which Filings Sit Outside the Registrar of Companies?
A great deal of what practitioners call annual compliance never reaches the Registrar. Income-tax returns go to the Income Tax Department, goods and services tax returns to the GST authorities, and labour returns to the relevant department or welfare board. Each regime carries its own forms, due dates and penalty provisions.
Treating them as one legal obligation is a mistake, because a Companies Act default is adjudicated under the Companies Act and nowhere else. A due-date calendar therefore has to hold each regime separately.
Which ROC Forms Must a Private Limited Company File?
A private limited company files Form AOC-4 for its financial statements and either Form MGT-7 or Form MGT-7A for its annual return. Which annual return form applies depends on whether the company is a small company. Form DPT-3 is filed by every company other than a government company, whether or not it holds deposits.
Which Annual Return Form Applies, MGT-7 or MGT-7A?
Every company files Form MGT-7, except that a One Person Company and a small company file Form MGT-7A, a split set out in full in MGT-7 versus MGT-7A. Rule 11(1) of the Companies (Management and Administration) Rules, 2014 was substituted to that effect by G.S.R. 159(E) of 5 March 2021. Both limbs of the small company test must be met, because "and" was substituted for "or" in section 2(85) by S.O. 504(E) of 13 February 2015.
Which Companies Can Never Be a Small Company?
The proviso disqualifies whole classes whatever their size, so check it before the figures. Section 2(85) excludes a holding company and a subsidiary company, a company registered under section 8, and a company or body corporate governed by any special Act. A wholly owned subsidiary with ₹2 crore of turnover is therefore not a small company and files Form MGT-7, not Form MGT-7A, and reading the figures alone sends it to the wrong form.
The operative small-company figures sit in rule 2(1)(t) of the Companies (Specification of Definition Details) Rules, 2014, not in the Act. G.S.R. 880(E) of 1 December 2025 substituted that rule so that paid-up capital and turnover "shall not exceed rupees ten crores and rupees one hundred crores respectively". Section 2(85) of the Companies Act, 2013 names those two figures only as caps on what may be prescribed.
Which ROC Forms Run on Their Own Clock?
Three filings do not wait for the annual general meeting. Form DPT-3 is due on or before 30 June each year under rule 16 of the Companies (Acceptance of Deposits) Rules, 2014. Notice of an auditor appointment reaches the Registrar within fifteen days of the appointing meeting, under the last proviso to section 139(1).
Form DIR-3 KYC is the third, and it changed fundamentally. G.S.R. 943(E) of 31 December 2025 substituted rule 12A with effect from 31 March 2026, replacing both the eForm and the web service with a single form. A director now files once every third consecutive financial year, by 30 June, rather than annually.
What Are the ROC Filing Due Dates?
The two principal ROC due dates run from the date of the annual general meeting, not from the close of the financial year. Form AOC-4 is due within thirty days of that meeting under section 137(1). Form MGT-7 or MGT-7A is due within sixty days of it under section 92(4).
How Does the Annual General Meeting Window Set the Filing Dates?
Section 96(1) fixes the window, not the filing date. A company must hold its annual general meeting within six months of the close of the financial year, with no more than fifteen months between one such meeting and the next. A first annual general meeting must be held within nine months of the close of the first financial year.
Because the board picks a date inside that window, the filing dates move with it. A calendar that hard-codes 30 October for AOC-4 will be wrong for any company that meets earlier. The post-meeting compliance chain is worth mapping once.
What Changes If No Annual General Meeting Is Held?
The deadline does not disappear. Section 92(4) requires the annual return within sixty days of the date on which the annual general meeting should have been held, together with a statement specifying the reasons for not holding it. That statement is a statutory attachment requirement, not optional commentary.
Section 137(2) applies the same logic to the financial statements, measured as thirty days from the last date before which the meeting should have been held. A One Person Company instead files Form AOC-4 within one hundred eighty days from the closure of the financial year, under the third proviso to section 137(1).
What Is the Penalty for a Missed ROC Filing?
A missed ROC filing attracts two separate exposures: a penalty under the section creating the obligation, and an additional fee for filing late. They are cumulative, not alternatives.
| Default | Provision | Consequence |
|---|---|---|
| Annual return not filed | Section 92(5) | Penalty of ₹10,000 on the company and on every officer in default, plus ₹100 for each day after the first, capped at ₹2,00,000 for the company and ₹50,000 for an officer in default |
| Financial statements not filed | Section 137(3) | Penalty of ₹10,000, plus ₹100 for each day after the first, capped at ₹2,00,000 for the company and ₹50,000 for the managing director, chief financial officer or charged director |
| Late filing of a section 92 or section 137 document | First proviso to section 403(1) | Additional fee of not less than ₹100 per day, with no upper limit |
| Annual return certified otherwise than in conformity | Section 92(6) | Penalty of ₹2,00,000 on the company secretary in practice |
| Form DPT-3 filed late | Companies (Registration Offices and Fees) Rules, 2014 | Additional fee, charged as a multiple of the normal filing fee according to the length of the delay |
Do the Penalty and the Additional Fee Run Together?
They do. Section 403(2) provides that liability arises "without prejudice to the liability for the payment of fee and additional fee", which makes the two exposures cumulative by express words.
The two ₹100-a-day figures are also different in kind. The continuing penalty under section 92(5) is capped at ₹2,00,000 for a company. The additional fee under the first proviso to section 403(1) is "not less than" ₹100 per day, so it is a floor with no ceiling.
Does Imprisonment Still Attach to a Late Annual Return?
No. Imprisonment was removed from section 92(5) by the Companies (Amendment) Act, 2019 with effect from 2 November 2018, and the amounts were revised by the Companies (Amendment) Act, 2020 with effect from 21 December 2020. Section 137(3) was changed the same way. Neither Jan Vishwas Act carried out that change.
How Should a Private Limited Company Track Its ROC Filing Calendar?
ROC tracking has to hold three kinds of date at once: an absolute date such as 30 June for Form DPT-3, a relative period such as thirty days from the annual general meeting, and a multi-year cycle such as the triennial director intimation.
LexComply is a compliance management system that holds each filing against a named owner with its own due date, and retains the evidence of completion. For the company-law layer, secretarial and company-law compliance software connects a board decision to the forms it triggers.
Common Mistakes to Avoid
- Applying the ₹4 crore and ₹40 crore small-company figures, or attributing the current figures to section 2(85). G.S.R. 880(E) of 1 December 2025 substituted rule 2(1)(t), which now reads ₹10 crore and ₹100 crore. Section 2(85) itself states ₹50 lakh and ₹2 crore, and names the higher pair only as caps on prescription.
- Reading the small company test as "or". S.O. 504(E) of 13 February 2015 substituted "and" for "or", so both the capital limb and the turnover limb must be satisfied.
- Treating the section 92(5) penalty and the section 403 additional fee as alternatives. Section 403(2) makes them cumulative. One is capped at ₹2,00,000; the other is a floor of not less than ₹100 per day, uncapped.
- Filing director KYC every year by 30 September. G.S.R. 943(E) substituted rule 12A with effect from 31 March 2026. The filing is now a once-in-three-financial-years intimation due by 30 June, and rule 12A does not name the base financial year for that count.
- Counting AOC-4 and MGT-7 from the financial year end. Sections 137(1) and 92(4) count from the annual general meeting date, which the board fixes inside the section 96(1) window.
Legal Disclaimer
This article is general information on Indian company-law compliance as at 16 October 2026 and is not legal advice. Statutory positions change, and you should confirm the current requirement with a qualified professional before acting on anything stated here.
