ROC Annual Filing Checklist for Private Limited Companies

Every private limited company in India must hold an annual general meeting (AGM), file its financial statements in Form AOC-4 and its annual return in Form MGT-7 (or MGT-7A for small companies and One Person Companies) with the Registrar of Companies every year, whether it earned revenue or not. For a company with a 31 March year end, that normally means an AGM by 30 September, AOC-4 within 30 days of the AGM and MGT-7 within 60 days of the AGM.

This checklist follows the order in which the work is actually done, so you can run it as a project each year. For the legal background and penalties, read our ROC annual filing page; this guide is the working version.

The yearly timeline for a 31 March year end

The 21-clear-day notice, the 15-day ADT-1 window and the filing windows are long-standing provisions of the Companies Act, 2013, but confirm any dates against MCA circulars for the year, since extensions have been given in some years. Also note that when a company's first AGM is involved the timing rules differ, and One Person Companies do not hold an AGM; they file with their own timelines.

Checklist part 1: before the board meeting

• Close the books. Reconcile bank, debtors, creditors, GST, TDS, payroll and loans. Differences between accounting data and tax returns are the most common cause of later queries.
• Appoint or reappoint the auditor. An auditor appointed for a term is reappointed or ratified as the Act and Rules require, with ADT-1 filed after appointment. See auditor appointment ADT-1.
• Complete the statutory audit. Get the signed auditor's report and the management representation letter.
• Check director KYC and DSC. A director whose DIN is inactive for missing KYC cannot sign, and an expired DSC blocks filing. Check both at the start rather than on the last day. See DIR-3 KYC.
• Prepare the board's report with the matters required by the Act, including related party transactions, the extract of the annual return location, and director's responsibility statement.
• Review whether you are a small company. A small company is defined by paid-up capital and turnover limits, and it gets lighter forms and reduced penalties under the Act. Check the current limits on the MCA site before you decide the form, because wrong form selection is a frequent rejection reason.

Checklist part 2: the AGM

1. Fix the AGM date first. Both AOC-4 and MGT-7 deadlines run from it.
2. Hold the board meeting to approve accounts and to authorise notice.
3. Send the notice to members, directors and the auditor, with the accounts and board report.
4. Hold the AGM, adopt the accounts, appoint or reappoint the auditor, and record the minutes.
5. If shareholders give written consent to shorter notice, keep that consent on file.
6. Keep the signed attendance record and the adopted accounts for filing.

If the AGM cannot be held on time, apply for an extension through the prescribed application before the due date. A late AGM is a separate default from a late filing, and fixing one does not cure the other. Our secretarial records service explains how to maintain the minute books and registers that support the AGM.

Checklist part 3: filing AOC-4

AOC-4 carries the balance sheet, profit and loss account, cash flow where required, notes, directors' report and auditor's report, with the attachments and certifications the form requires.

Before you file:

• Confirm the AGM date entered in the form matches the minutes. Filing with a wrong date or before the AGM leads to rejection or mismatch.
• Use the correct variant. Companies that must file in XBRL or consolidated statements use the form version required for them, and using plain AOC-4 where another variant is required causes rejection.
• Reconcile turnover, borrowings and related-party figures with GST, income tax and bank records.
• Make sure the digital signatures of the director, the CFO or company secretary where applicable, and the auditor are valid.
• Pay the fee. MCA fees depend on authorised share capital and apply to each form separately; examples from our research are Rs 200 per form for authorised capital below Rs 1 lakh and Rs 600 per form for Rs 1 crore or more. Confirm the live fee on the portal when you file.

Checklist part 4: filing MGT-7 or MGT-7A

MGT-7 is the annual return as on 31 March: registered office, principal business activities, shareholding pattern, promoters and directors, meetings held, remuneration and penalties. Small companies and One Person Companies file the shorter MGT-7A.

Prepare the data from your statutory registers during the year. Rebuilding shareholding and meeting details from memory is where errors enter. Where the paid-up capital or turnover thresholds in the rules apply, the return needs a certificate from a practising company secretary, so plan that review in advance. Our service page notes that thresholds are set by the rules and should be confirmed for the year.

Checklist part 5: the neighbouring filings

The annual return and accounts are the headline filings, but the same period brings others.

DPT-3 is commonly filed by 30 June, and MSME Form 1 on a half-yearly cycle, but treat these as items to confirm each year on the MCA portal.

Late filing: what it costs

The additional fee for late filing is Rs 100 per day per form, with no upper limit, and it applies to small companies and OPCs as well. Separately, the Act provides penalty for the company and each officer in default. Our service research records Rs 10,000 plus Rs 100 per day of continuing default for the company (up to Rs 2,00,000) and for each officer (up to Rs 50,000) under section 137(3), with a reduction for small companies, OPCs and start-ups under section 446B. If financial statements are not filed for three continuous years, directors can be disqualified for five years under section 164(2), and the company may face strike-off. Verify these figures on the current Act before you quote them to a client or director.

Because the daily fee runs on each year's form separately, a company with several pending years should file the oldest year first and not skip to the current one.

Common mistakes to avoid

• Assuming nil turnover means no filing. A dormant company still files; years of non-filing risk disqualification and strike-off.
• Filing before the AGM. The form should be filed after the accounts are adopted.
• Choosing the wrong MGT form. Check small company or OPC status each year.
• Last-day DSC and DIN problems. Test each signatory's DSC and DIN status early.
• Missing the AGM and treating it as a filing issue. Seek extension in advance when needed.
• Unreconciled data. Mismatch with tax and bank records invites queries.

A short year-round discipline

1. Keep statutory registers updated as events occur.
2. Hold board meetings on schedule and file event forms on time.
3. Review DIN, DSC and director KYC every quarter.
4. Fix the AGM date by June and book the auditor early.
5. Reconcile GST, TDS, income tax and books monthly.
6. File ahead of the last day.

If you are starting from scratch, see private limited company registration for the incorporation-stage compliances, including first auditor appointment and commencement of business declaration.

Reviewed by Satyam Gupta, Company Secretary (CS) & Advocate

8+ years of industry experience. Last reviewed 16 October 2026. Always confirm current rules and fees on the official portal before acting.