ROC Compliance Checklist for Private Limited Companies for FY 2025-26

Operating a private limited company in India involves meeting various legal requirements besides running a business. The Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA) requires a number of annual and event-based filings that every Pvt Ltd has to do. Failing to do so is not only a hassle in terms of paperwork; it can lead to a fine of INR 200 per day for each form, which may be imposed without any limit, and the directors could be disqualified as well.

This ROC compliance checklist for FY 2025-26 identifies each major filing, the deadline for it, the form that needs to be submitted, and the penalty applicable in case of non-compliance.

What is ROC Compliance?

ROC compliance basically means the mandatory statutory duties under the Companies Act, 2013, which every registered Private Limited Company has to satisfy, regardless of whether they are active, dormant, or even showing zero turnover. They still need to make sure ROC compliance with the relevant sections of the Companies Act, 2013. Further, all the necessary documents have to be filed electronically via the MCA21 portal at mca.gov.in.

In case the ROC requirements are not followed properly, then the prescribed additional fee gets imposed, the directors’ DINs may get flagged, the company is tagged as “defaulting”, and eventually the company can be removed from the register as per Section 248.

Part 1 — Annual Statutory Filings

1. Hold the Annual General Meeting (AGM)

Application deadline: 30 September 2025 (for FY 2024-25)

Every private company must hold its AGM within six months of the end of the financial year. It is at this time that the financial statements are approved, and the auditor approves.

Penalty: 1 lakh and 5,000 per day for default of an officer in default.

2. File Financial Statements - Form AOC-4

Application deadline: 30 days from the date of the AGM (generally 30 October 2025)

Audited financial statements, comprising Balance Sheet, Profit & Loss Account and Cash Flow Statement, are to be filed in Form AOC-4. For companies with a turnover of more than 500 crore or listed companies, AOC-4 XBRL has to be filed.

Penalty: INR200 per day of delay. 

3. File Annual Return - Form MGT-7 / MGT-7A

Deadline: 60 days after the AGM (normally 28 November 2025)

Annual Return reflects the shareholding, directorship and structural information of the company. Small Companies & OPCs use simplified MGT-7A form; all other Pvt Ltd use MGT-7.

Penalty: INR200 per day of delay. 

4. Conduct Board Meetings (Minimum 4 per Year)

The number of board meetings should be at least 4 times a year, and there should be a maximum of 120 days' gap between two consecutive meetings.

Copies of MBP-1 shall be filed with the Board of Directors at the first meeting of the Board of Directors. Minutes of the Board of Directors meetings shall be kept for 30 days from each meeting.

Penalty: INR 25,000 on officers who default.

5. Director KYC - DIR-3 KYC

Due date: 30 September 2025 (annually)

All directors with DIN should do KYC. The first KYC is done through DIR-3 KYC(Form-based), subsequent years can be done through web-based DIR-3 KYC(only OTP based).

Penalty: Flat INR 5,000 for failure, and the DIN will be deactivated until KYC is filed.

6. Auditor Appointment / Reappointment - Form ADT-1

Deadline: 15 days following the AGM

To inform the ROC, the appointment or reappointment of the statutory auditor must be notified on Form ADT-1. The appointment of a qualified Chartered Accountant as an auditor is mandatory for every Pvt Ltd.

Penalty: INR 300 per day of delay.

Part 2 — Event-Based / Triggered Filings

These filings are not annual — they arise when specific corporate events occur.

INC-20A is critical for newly incorporated companies — failure to file it within 180 days can result in a INR 50,000 penalty on the company and INR1,000 per day on each officer in default, and the company cannot commence business without it. 

Part 3 — Tax & Periodic Compliance (Linked to ROC Health)

While not strictly ROC filings, these are equally important for maintaining a company's compliance standing:

• Income Tax Return (ITR-6): Due 31 October 2025 for companies requiring a tax audit.

• TDS Returns (24Q / 26Q / 27Q): Filed quarterly- July 31, October 31, January 31, and May 31.

• GST Returns (GSTR-1 / GSTR-3B / GSTR-9): Monthly filings due by the 11th and 20th; annual return by 31 December 2025.

• Advance Tax: Four instalments due on 15 June, 15 September, 15 December, and 15 March.

• PF & ESI: Monthly contributions due by the 15th of every month (if applicable).

Key Due Dates at a Glance — FY 2025–26

Common Mistakes to Avoid 

1. Missing the AGM date: Even if the company is dormant, the AGM must be held, or an extension must be sought from the Registrar before the deadline.

2. Filing MGT-7 before AOC-4: The MCA portal requires AOC-4 to be filed before MGT-7 is accepted.

3. Skipping DIR-3 KYC for non-working directors: Every DIN holder must file KYC, even if they are not actively managing the company.

4. Not filing INC-20A for new companies: This is a one-time but mandatory filing. Without it, the company legally cannot begin business operations or borrow money.

5. Treating dormant companies as compliant: A "dormant" company under Section 455 still has annual filing obligations - it is not exempt from ROC compliance.

Final Word

ROC compliance for Private Limited Companies in FY 2025–26 is a multi-layered obligation that spans annual returns, board-level governance, director disclosures, and event-triggered filings. Staying ahead of each deadline is far more cost-effective than paying compounding penalties later. Use this checklist to map your compliance calendar at the start of the financial year, assign responsibilities to your CS or finance team, and ensure your company remains in good standing with the MCA throughout FY 2025–26.