Private limited companies in India must comply with annual filing requirements under the Companies Act, 2013. This article provides an overview of key annual compliances with the Registrar of Companies (ROC).
Annual Statutory Filings
Every private limited company must file the following forms annually with the Ministry of Corporate Affairs (MCA):
1. Annual Return (Form MGT-7)
The annual return contains details about the company's registered office, principal business activities, shareholding pattern, directors, and other key information as of the financial year-end.
- Due Date: Within 60 days from the date of Annual General Meeting (AGM)
- Certification: Must be certified by a practicing Company Secretary or the company secretary (if appointed)
- Contents: Shareholding, directors, registered office, debt details, and other statutory information
2. Financial Statements (Form AOC-4)
Audited financial statements including Balance Sheet, Profit & Loss Account, Cash Flow Statement (if applicable), and notes to accounts must be filed.
- Due Date: Within 30 days from the date of AGM
- Attachments: Board report, auditor's report, and other required annexures
- Certification: Digitally signed by director and company secretary (if appointed)
3. Annual General Meeting (AGM)
While not a filing, conducting the AGM is a prerequisite for annual filings.
- Timeline: Within 6 months from the end of financial year
- Extension: Can be extended by up to 3 months by the Registrar on application
- Purpose: Adoption of financial statements, appointment of auditors, declaration of dividend (if any)
Director-Related Compliances
Director KYC (Form DIR-3 KYC)
All directors must file their KYC annually with MCA.
- Due Date: On or before 30th September every year
- Applicability: All directors having DIN as of 31st March
- Fee: Nominal fee for timely filing; higher fee for delayed filing
Board Meeting Requirements
Private limited companies must hold board meetings at regular intervals:
- Minimum 4 board meetings per year
- Maximum gap of 120 days between two meetings
- Minutes must be maintained and signed
Statutory Registers
Companies must maintain and update the following registers:
- Register of Members
- Register of Directors and Key Managerial Personnel
- Register of Charges
- Minutes books (Board and General Meetings)
- Register of Contracts (if applicable)
Compliance Timeline
A typical annual compliance calendar for a company with March year-end:
- By 30th September: Conduct AGM, adopt accounts
- By 30th September: File Director KYC
- By 29th October: File Form AOC-4 (within 30 days of AGM)
- By 28th November: File Form MGT-7 (within 60 days of AGM)
Consequences of Non-Compliance
Failure to comply with annual filing requirements may result in:
- Monetary penalties on the company and officers in default
- Disqualification of directors
- Marking of DIN as "deactivated"
- Striking off of company name from the register (in case of prolonged default)
- Difficulty in obtaining loans, entering contracts, or conducting business
Additional Compliances
Depending on the company's activities and structure, additional compliances may include:
- Related party transaction disclosures
- Deposit-related compliances (if accepting deposits)
- CSR reporting (if CSR provisions apply)
- Secretarial audit report (for certain classes of companies)
Best Practices
- Maintain a compliance calendar and set reminders well in advance
- Ensure financial statements are finalized early to allow time for AGM and filings
- Keep statutory registers updated throughout the year
- Maintain proper documentation of board and general meetings
- Engage professional assistance for timely and accurate compliance
Note: Companies Act provisions are subject to amendments and notifications. This article provides general educational information on annual ROC compliances and should not be relied upon for specific compliance decisions. Due dates may be extended by the government from time to time. Professional advice should be sought for ensuring complete compliance.