The establishment of a Private Limited Company in India grants a firm reputation and limited liability, yet it still imposes a non-negotiable duty: compliance. For a lot of directors and business owners, "ROC Filing" is a term that rumbles with complications and legal obstacles. Nonetheless, getting to grips with the Annual Filing of Company requirements is not just a matter of steering clear of fines; it is about keeping your company active and financially healthy.
Every registered company, including section 8 company, a private limited company, one-person company, and a limited company, is required by the ROC to file their annual returns every year. The process requires the company officials to conduct an Annual General Meeting and file annual accounts with the Registrar of Companies.
The AGM must be organized every year within 6 months from the end of the financial year. If the company has been established recently, the first AGM should be held within 18 months from the date of incorporation or 9 months before the end of the financial year.
The main subject of Form AOC-4 is the financial statements of the company. The submission of audited financial documents, such as the Balance Sheet, Profit and Loss Account, Cash Flow Statement (if applicable), Directors' Report, and the Auditor's Report, is included in it. This form provides a definitive assessment of the company's financial condition for the year. The essential deadline for the deposition of Form AOC-4 is in 30 days from the AGM date. The seal of a Director of the company and a practising professional, such as a Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant (CMA), must be on the form for the financial disclosures to be regarded as accurate.
Form MGT-7, in contrast, attends to the company's annual return, which comprises corporate governance and ownership details rather than financials. It contains the company’s shareholders, directors, registered office address, shareholding patterns, changes in shareholding or management during the year, and details of board meetings. Filing Form MGT-7 is due within 60 days of the annual general meeting (AGM) date. A simplified version called Form MGT-7A is applicable for "small companies" and One Person Companies (OPCs). A director and a company secretary (if appointed) or a practicing company secretary certifying the correctness of the information should sign Form MGT-7.
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Filing your company's annual return can be overwhelming without professional assistance. At JustStart, we simplify the process, ensuring your annual return is filed accurately and on time. One of the first steps in filing your company's annual return with the Registrar of Companies (ROC) is gathering the necessary documents.
Below are the Key Documents Required for the Annual Return Filing.
✅ Profit & Loss Account
✅ Compliance Certificate
✅ Registered Office Address
✅ Register of Members
✅ Debt Details
✅ Balance Sheet
✅ Shares and Debentures Information
✅ Company’s Management Information
Once you provide these essential documents to our expert team, we will handle the entire annual filing process with the ROC, ensuring compliance and accuracy.
To ensure compliance with the annual return filing process, our expert team carefully reviews your documents and completes three essential forms required by the Registrar of Companies (ROC).
Below are the key forms that must be filed by a Private Limited Company.
This form provides crucial details about the company’s shareholding structure, including information on any share transfers during the year and changes in directorship. It is vital for maintaining transparency in the company’s governance.
AOC 4 is a comprehensive form that includes the company’s balance sheet, profit and loss account, registered office address, and details of the register of members. It also covers shares and debentures information, debt details, and a compliance certificate. Filing AOC 4 ensures that your company meets the financial reporting requirements set by the Companies Act.
The ADT 1 form is essential for the appointment of an auditor. According to Section 139(1) of the Companies Act, it is mandatory for every company to file ADT 1 to notify the ROC about the auditor's appointment.
Filing these forms on time is crucial for ensuring your company’s legal compliance and smooth operations.
The ROC Annual Filing process can be made easier if it is divided into five steps.
First, your accounts manager or team has to close the financial books for the year ending 31st March before filing anything. Besides, make sure that all the bank statements are reconciled and expenses are booked.
These financials have to be audited by your Statutory Auditor. In this process, the Balance Sheet, P&L, and Auditor's Report will be created by them. On the other hand, the Board of Directors should prepare the Board’s Report.
Hold an AGM to officially adopt these financial statements. Shareholders must consent to the accounts. This step is compulsory for Private Limited Company Annual Compliance.
After the AGM is completed:
Missed ROC Annual Filing deadlines under Sections 92 and 137 of the Companies Act, 2013, result in Private Limited Companies incurring severe penalties. The penalties include daily fees and even the disqualification of directors.
Corporate players are to pay ₹100 for each delayed day per form (AOC-4 or MGT-7) starting from the due date. The fee has no maximum limit; thus, in case of delay of 30 days in both forms, the additional total would be ₹6,000. It is a must that this fee is paid to file on the MCA portal at all. Beer not sold is not drunk.
The company that fails to file the annual return will have to pay a fine of ₹10,000 and ₹100 a day for the default period. The maximum penalty for the company is ₹2 lakhs. The Registrar of Companies (ROC) sends a show-cause notice before the penalty is imposed on the company.
A penalty of ₹10,000 plus ₹100 daily, limited to ₹50,000 per person, applies to each director or officer in default. This applies personally, no matter how big the company is. The presence of multiple directors will result in fines that can be multiplied across the board.
The company not filing its financial statements will pay a penalty of ₹10,000 plus ₹100 a day, the total being a maximum of ₹2 lakhs on the company. This is a separate penalty from MGT-7 and focuses on violations of financial transparency. The adjudication will follow ROC's investigation.
Directors of the companies that do not file documents for three consecutive financial years get disqualified for five years. Their Director Identification Number (DIN) is deactivated so that no new directorships are allowed. This worst-case scenario impact can tarnish professionals' images and hurt their business as well.
Non-filing for two or more years will lead to the company being marked as "Inactive" by the ROC. It will be struck off from the records, the assets will be frozen, and the willful defaulters may incur imprisonment. The revival process is lengthy involving the courts and hefty fines.
JustStart is one of the most trusted business management companies, offering a comprehensive range of legal solutions designed to help your business succeed. Our team of highly skilled legal experts ensures that your company’s annual returns are filed accurately and on time. With years of experience, we’ve supported numerous businesses across India, helping them navigate complex legal requirements seamlessly.
At JustStart, we provide a wide range of dynamic legal solutions tailored to businesses and startups. Our services are designed to streamline your operations, allowing your business to thrive without encountering legal hurdles.
Our team of expert legal consultants offers reliable and actionable advice, empowering you to make informed decisions in the best interest of your company. With years of experience, we provide guidance that ensures your business remains compliant with all regulations.
We offer comprehensive maintenance services to keep your company aligned with all legal requirements. From timely annual filing to ongoing legal support, our services are structured to help your business operate smoothly, without worrying about compliance deadlines.
At JustStart, client satisfaction is our top priority. With a focus on delivering effective legal solutions, we are committed to providing the highest level of service, ensuring your business’s success and peace of mind.
Once a company is incorporated, it must adhere to various compliance requirements. An auditor must be appointed within 30 days of incorporation. Furthermore, the company is obligated to file income tax returns and annual returns every year.
Companies incorporated under the Companies Act, 1956 must submit specific documents to the ROC. These include the balance sheet, filed using Form 23AC, and the profit and loss account, filed using Form 23ACA, both of which are mandatory for all companies.
Yes, ROC compliance is mandatory for all Private Limited Companies, regardless of their turnover or capital. Every registered company must fulfill annual compliance requirements, which are due following the Annual General Meeting (AGM) after the end of its first financial year.
For 2025, key updates include mandatory multi-factor authentication for GST portal access, stricter E-Way Bill rules for non-compliant taxpayers, and an extended deadline for small pharma companies to meet GMP standards.
Since July 2018, companies that do not meet statutory compliance for Private Limited are subject to a daily fine of ₹100 until the filing is completed. There is no maximum limit on this additional fee. Continuous non-compliance may result in penalties beyond the additional government fee, which could include fines and imprisonment for both the company and its directors.
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