ROC compliance is the area founders most consistently underestimate. A GST notice arrives with numbers attached and is hard to miss. An MCA filing deadline comes and goes quietly, and the penalty starts at ₹100 per day per form from the next day. By the time someone notices, the arrears are substantial. Unlike GST, there's no automatic amnesty for ROC late fees. This calendar covers every filing a Private Limited company must complete (annual, event-based, and director-level) with due dates, penalty amounts, and what directors are personally liable for.
This article covers every annual and event-based filing a Private Limited company is required to complete, the due dates, the penalty structure, and what directors are personally liable for. LLP-specific filings are noted where the obligations differ.
Annual ROC Filings: AOC-4, MGT-7, and DIR-3 KYC: Due Dates and Penalties
Regardless of whether your company had any revenue, transactions, or activity during the year, the following annual filings are mandatory:
AOC-4: Financial Statements
| Detail | Requirement |
|---|---|
| What it is | Filing of audited financial statements (Balance Sheet, P&L, Directors' Report, Auditor's Report) with the Registrar of Companies |
| Due date | Within 30 days of the Annual General Meeting (AGM). AGM must be held within 6 months of the financial year end, so by 30 September for companies with a 31 March year-end. AOC-4 is therefore typically due by 29 October. |
| Late fee | ₹100 per day of delay, with no upper cap |
| Who signs | At least one director + CFO or Company Secretary (if applicable) + Statutory Auditor |
MGT-7 / MGT-7A: Annual Return
| Detail | Requirement |
|---|---|
| What it is | Annual return containing details of shareholders, directors, charges, and company affairs as at the end of the financial year |
| Who files what | MGT-7 for all companies except small companies and OPCs, which file the simplified MGT-7A |
| Due date | Within 60 days of the AGM, typically by 28 November for companies with a 31 March year-end |
| Late fee | ₹100 per day of delay, with no upper cap |
| Certification | MGT-7 must be certified by a Practising Company Secretary (PCS) for companies not required to appoint a full-time CS |
ADT-1: Auditor Appointment
| Detail | Requirement |
|---|---|
| What it is | Intimation to ROC of statutory auditor appointment or reappointment |
| Due date | Within 15 days of the AGM at which the auditor is appointed or reappointed |
| Frequency | Annually, or whenever there is a change in auditor |
| Late fee | ₹100 per day of delay |
DIR-3 KYC: Director KYC
| Detail | Requirement |
|---|---|
| What it is | Annual KYC verification for all DIN holders, even directors who are inactive or whose companies have struck off |
| Due date | 30 September each year |
| Penalty for non-filing | DIN is deactivated. A fee of ₹5,000 must be paid to reactivate it. A deactivated DIN means the director cannot sign any company documents, board resolutions, or MCA filings until reactivated. |
Event-Based MCA Filings: What Triggers Them and How Long You Have
In addition to annual filings, certain company events require ROC filings within tight deadlines. Missing these is the most common source of compliance gaps because the trigger is not calendar-based: it is action-based, and busy founders often do not track it.
| Event | Form | Due date | Late fee |
|---|---|---|---|
| Change of registered office address | INC-22 | Within 30 days of change | ₹100/day |
| Change of directors (appointment / resignation) | DIR-12 | Within 30 days of board resolution | ₹100/day |
| Allotment of new shares | PAS-3 | Within 30 days of allotment | ₹100/day + adjudication penalty |
| Transfer of shares | SH-4 (instrument) + board resolution | Within 60 days of execution of transfer deed | Stamp duty and validity issues |
| Creation / modification of charge (loan secured on assets) | CHG-1 | Within 30 days of creation | Escalating late fees; beyond 60 days requires NCLT order |
| Satisfaction of charge (loan repaid) | CHG-4 | Within 30 days of satisfaction | ₹100/day |
| Increase in authorised share capital | SH-7 | Within 30 days of ordinary resolution | ₹100/day |
| Change in company name | INC-24 | After RoC approval: fresh CoI issued | N/A (pre-approval process) |
| Conversion of Pvt Ltd to LLP or public company | Multiple forms | Process-based | N/A |
| Resignation of auditor | ADT-3 (by auditor) + ADT-1 (new appointment) | Within 30 days | ₹100/day |
How ROC Late Fees Compound: The ₹100 Per Day Problem
The ₹100 per day late fee under the Companies Act has no statutory cap for most forms, unlike GST, where late fees are capped per return. This means a single missed AOC-4 filing can accumulate ₹36,500 in late fees over a year, and ₹1,00,000+ over three years, without any notice being issued.
The late fee compounds across forms. A company that missed AOC-4, MGT-7, and ADT-1 for the same year is paying ₹300 per day across three forms simultaneously. For a two-year backlog across three filings, that is ₹2,19,000 in late fees before any adjudication penalty is considered.
In addition to the daily late fee, the Registrar can also initiate adjudication proceedings for specific violations, particularly for failure to file financial statements and annual returns, which can result in penalties on the company and on each officer in default (director and CFO) separately.
Director Personal Liability Under the Companies Act: What You Can Be Held Responsible For
ROC compliance failures are not just company-level problems. Under the Companies Act, 2013, directors are "officers in default" for most compliance obligations, which means personal liability. Key points:
- Non-filing of financial statements (AOC-4): director liable for a fine between ₹50,000 and ₹5,00,000 under Section 137(3), plus imprisonment up to one year in persistent cases.
- Non-filing of annual return (MGT-7): director liable for a fine between ₹50,000 and ₹5,00,000 under Section 92(5).
- Struck-off company status. If a company fails to file financial statements and annual returns for two consecutive years, the ROC can initiate strike-off proceedings under Section 248. Once struck off, the company ceases to exist as a legal entity: it cannot enter contracts, hold property, or operate bank accounts. Restoration requires an application to the NCLT and can take 6–18 months.
- Disqualification of directors. Directors of companies that have not filed financial statements or annual returns for three or more consecutive years are disqualified under Section 164(2), meaning they cannot be appointed as a director of any company for five years. This applies even if the director resigned before the company's non-compliance.
LLP-Specific Filings
LLPs are governed by the LLP Act, 2008 and have a separate filing regime:
| Form | What it covers | Due date |
|---|---|---|
| Form 11 | Annual return of LLP (partners, contributions, changes) | 30 May each year |
| Form 8 | Statement of accounts and solvency (audited if turnover above ₹40 lakhs) | 30 October each year |
| Form 3 | Information on LLP agreement and any changes | Within 30 days of change |
| Form 4 | Change of partners / designated partners | Within 30 days of change |
LLP late fees are ₹100 per day per form, with no cap, the same structure as companies. An LLP with a missed Form 11 and Form 8 is accumulating ₹200 per day in late fees.