Companies Explained
What is ROC Filing?
ROC filing is the process of submitting prescribed documents, forms, and statements with the Registrar of Companies. These filings disclose the company’s financial performance, governance practices, and other statutory information.
It ensures transparency and allows stakeholders, creditors, and the government to assess the health and functioning of the company.
Applicability of ROC Filing
ROC filing applies to:
- Every Private Limited Company registered under the Companies Act, 2013 or earlier Acts.
- Companies with or without business activity.
- Dormant companies (though with relaxed compliance).
- Non-compliance can lead to heavy penalties, disqualification of directors, and even strike-off of the company.
Key ROC Filing Requirements for Private Limited Companies
A Private Limited Company must comply with multiple filings. The major ones are:
1. FORM AOC-4 (FILING OF FINANCIAL STATEMENTS)
- To be filed annually with the ROC.
- Includes balance sheet, profit and loss account, auditor’s report, and board’s report.
Due date: Within 30 days of the Annual General Meeting (AGM).
2. FORM MGT-7 (ANNUAL RETURN)
Contains details about shareholders, directors, and corporate governance.
Due date: Within 60 days of the AGM.
3. FORM ADT-1 (APPOINTMENT OF AUDITOR)
- Every company must appoint an auditor within 30 days of incorporation.
- Form ADT-1 is filed within 15 days of auditor appointment.
4. FORM DIR-3 KYC (DIRECTOR KYC)
Each director with a DIN (Director Identification Number) must file this form annually.
Due date: By 30th September every year.
5. FORM DPT-3 (RETURN OF DEPOSITS)
Companies must file details of deposits, loans, or advances not considered deposits.
Due date: 30th June annually.
ROC Filing Due Dates for Private Limited Companies (2025)
Here is a simplified compliance calendar for 2025:
- ADT-1 (Auditor Appointment) – Within 15 days of appointment.
- DIR-3 KYC – By 30th September 2025.
- DPT-3 – By 30th June 2025.
- AOC-4 – Within 30 days of AGM (generally by 30th October 2025 if AGM is held by 30th September).
- MGT-7 – Within 60 days of AGM (generally by 29th November 2025).
Step-by-Step Process of ROC Filing
- Conduct Board Meetings – Approve financial statements and finalize AGM date.
- Hold Annual General Meeting (AGM) – Shareholders approve audited financial statements.
- Prepare Financial Statements – Balance sheet, profit and loss, notes to accounts.
- File AOC-4 – Submit financials within 30 days of AGM.
- File MGT-7 – Submit annual return within 60 days of AGM.
- Complete Other Filings – DPT-3, DIR-3 KYC, ADT-1 as applicable.
Penalties for Non-Compliance in ROC Filing
Failure to comply with ROC filing requirements attracts severe penalties:
- AOC-4: ₹100 per day of delay.
- MGT-7: ₹100 per day of delay.
- DIR-3 KYC: ₹5,000 penalty per DIN for non-filing.
- Additional penalties on companies and officers in default, which can run into lakhs of rupees.
- In extreme cases, the ROC may strike off the company from the register.
Importance of ROC Filing for Private Limited Companies
- Legal Obligation – Mandatory compliance under Companies Act, 2013.
- Transparency – Provides financial clarity to stakeholders.
- Avoids Penalties – Filing on time helps avoid heavy fines.
- Investor Confidence – Builds trust among banks, investors, and vendors.
- Business Continuity – Ensures company remains active in government records.
Practical Tips for ROC Filing
- Maintain updated financial records throughout the year.
- Use professional help from a CA or company secretary for accuracy.
- Avoid last-minute filing to prevent technical errors on MCA portal.
- Regularly check MCA updates, as forms and due dates may change.
Conclusion
ROC filing is one of the most crucial compliance responsibilities for Private Limited Companies in India. It ensures transparency, accountability, and smooth business operations. Non-compliance can result in penalties, disqualification of directors, or even company strike-off.
For a growing business, timely ROC filing is not just about meeting legal obligations but also about building credibility with stakeholders. By planning well in advance, maintaining proper records, and seeking professional guidance, Private Limited Companies can stay compliant and focus on growth.
