Company & ROC
Short answer
Every private limited company must, each year, hold a board meeting at least quarterly and an AGM, get its accounts audited by a statutory auditor, file AOC-4 (financial statements) and MGT-7A (annual return) with the ROC, file its income-tax return, and complete DIR-3 KYC for every director. GST returns, TDS returns and event-based filings run alongside on their own cycles. Late ROC filings attract a daily additional fee with no cap.

The corporate law layer
These obligations exist regardless of whether the company traded at all. A dormant company with no revenue still owes almost all of them, which is why so many defunct companies accumulate large ROC penalties before anyone notices.
- At least four board meetings a year, with a gap of not more than 120 days between two.
- An Annual General Meeting, generally within six months of the financial year end.
- Appointment or ratification of the statutory auditor, and filing of ADT-1 where applicable.
- AOC-4 — financial statements filed with the ROC.
- MGT-7A — the annual return for small companies and OPCs (MGT-7 for others).
- DIR-3 KYC for every person holding a DIN, every year.
- Maintenance of statutory registers and minute books.
The tax layer
Statutory audit under the Companies Act, tax audit under Section 44AB where turnover thresholds are crossed, the income-tax return, advance tax in four instalments, and quarterly TDS returns with the corresponding certificates issued to deductees.
GST, where registered, runs monthly or quarterly returns plus the annual return and reconciliation, on a separate calendar entirely.
The event-based filings people forget
These are not annual — they are triggered by something happening, and they carry short deadlines that are easy to miss because nothing on the calendar prompts them:
- PAS-3 on allotment of shares.
- MGT-14 for certain board and shareholder resolutions.
- DIR-12 on appointment, resignation or change of directors.
- SH-7 on any change in authorised share capital.
- CHG-1 on creation or modification of a charge, within 30 days.
- INC-22 on a change of registered office.
What non-compliance actually costs
ROC late fees are charged per day of delay and, unlike most penalties, are not capped — a filing forgotten for two years can cost more than the professional fees for a decade of compliance. Persistent default can lead to directors being disqualified and the company being struck off.
The commercial cost usually arrives earlier, though. A funding round or a bank facility will surface every missed filing during diligence, and remediation on a deal timetable is both expensive and a negotiating lever for the other side.
This article is general information, current at the date shown, and is not advice on your specific facts. Tax and corporate law change, and thresholds and deadlines are amended regularly — check the position before you act on it, or ask us.
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