ROC Compliance for every Pvt. Ltd Company

ROC Complicheck

Posted by on March 4, 2017

Following is the list of ROC compliance that every company must adhere to:

Appointment of Auditor

Auditor will be appointed for the 5 (Five) years and form ADT-1 will be filed for 5-year appointment. The first Auditor will be appointed within one month from the date of incorporation of the Company.

Statutory Audit of Accounts

Every Company shall prepare its Accounts and get the same audited by a Chartered Accountant at the end of the Financial Year compulsorily. The Auditor shall provide an Audit Report and the Audited Financial Statements for the purpose of filing it with the Registrar.

Filing of Annual Return (Form MGT-7)

Every Private Limited Company is required to file its Annual Return within 60 days of holding of Annual General Meeting. Annual Return will be for the period 1st April to 31st March.

Filing of Financial Statements (Form AOC-4)

Every Private Limited Company is required to file its Balance Sheet along with statement of Profit and Loss Account and Director Report in this form within 30 days of holding of Annual General Meeting.

Holding Annual General Meeting

It is mandatory for every Private Limited Company Company to hold an AGM in every Calendar Year. Companies are required to hold their AGM within a period of six months, from the date of closing of the Financial Year.

Preparation of Directors’ Report

Directors’ Report will be prepared with a mention of all the information required under Section 134.

To summarise here is the list:


Document e-Form Due Date
Balance Sheet Form 23AC to be filed by all companies 30 days from date of AGM
Profit & Loss Account Form 23ACA to be filed by all companies 30 days from date of AGM
Annual Return Form 20B to be filed companies having share capital 60 days from date of AGM
Annual Return Form 21A to be filed by companies without share capital 60 days from date of AGM
Compliance Certificate Form 66 to be filed by companies having paid-up capital of Rs.10 lakh to Rs.5 Crore 30 days from date of AGM

Statutory Records and Registers

A Private Limited Company has to maintain various statutory registers and records as required by the Company law such as Register of shares, Register of Members, Register of Directors etc. Besides, Incorporation documents of the company, Resolutions of the meetings of the Board of Directors, Minutes of the Board Meetings and Annual General Meeting etc are also required to be preserved by the Company.

Such records are to be kept at the registered office of the company and shall be open for inspection to its members during business hours. Also, the books of account of every company relating to a period of atleast eight financial years should be preserved and kept in good order.

Event Based Compliance

Following are the common event based compliance that are required under Company’s Act. These are in addition to the annual compliance.

  • Change in Authorised / Paid up Capital of the Company.
  • Allotment of new shares / transfer of shares / invitation to subscribe for shares.
  • Issue of shares to the Directors / employees of the Company.
  • Buy Back of shares of the Company.
  • Subdivision of face value of the shares of the Company
  • Investment in share / other securities. Giving Loans to other Companies.
  • Declaration of Dividend / Issue of Bonus Shares.
  • Change in composition of the Board of Directors.
  • Appointment of Managing / whole time Director and payment of remuneration.
  • Payment of remuneration to Director / his relative / firm of the Director etc. are contracting with any of the above.
  • Loans to Directors / Members or to firms / companies where they are partner / members respectively. Giving loans to Companies under same management.
  • Opening / closing of bank accounts or change in signatories of Bank account.
  • Hypothecation or mortgage of the property of the Company against loan.
  • Change in terms of the Loan taken earlier.
  • Full payment of the amount of loan taken against the property of the Company.
  • Acceptance of deposits from Directors / members of their relatives.
  • Executing the documents under the common seal of the Company.
  • Sale or purchase of the fixed assets of the Company.
  • Queries raised by the Shareholders of the Companies and the replies required to be given for these queries.
  • Appointment of sole selling / sole buying agents.
  • Replying the show cause notices received from authorities like Income tax / Sales tax / Service tax / Registrar of Companies.
  • Entering into new business / Partnership.
  • Alteration of memorandum and articles of association of the company.
  • Doing the business with a non resident or a foreign citizen.
  • Finalization of the accounts of the Company.
  • Convening the meetings of the Company. Submission of the resolution to any other third party / any authority, maintenance of board meeting minutes book
  • Maintenance of minutes of general meetings and its attendance
  • Amalgamation of the Company with other company.
  • Shifting the registered office of the Company from one place to other (within municipal limits / from 1 ROC to other in same state / from 1 state to other.)
  • Appointment or change of the Statutory Auditors of the Company.
  • Agreement entered by the shareholders of the Company where Company is a Party.
  • Permission for transactions u/s 297 of the Companies Act, 1956 (where there are common directors or shareholders and two companies wish to have transactions for supply of goods or services)

Non Compliance

If a Company fails to comply with the rules and regulations of the Companies Act, then the Company and every officer who is in default shall be punishable with fine for the period for which default continues. If there is delay in any filing, then additional fees is required to be paid, which keeps on increasing as the time period of non-compliance increases.

Late Fee

Period of Delay Fixed rate of additional fee
Upto 30 days Two times of normal filing fee
More than 30 days and upto 60 days Four times of normal filing fee
More than 60 days and upto 90 days Six times of normal filing fee
More than 90 days Nine times of normal filing fee


After successfully implementing the Labour law and Income Tax compliance, Complicheck has now launched ROC compliance including event based compliance. CompliCheck has become the leading compliance platform in the country and is a preferred platform for both service provider (CA/CS & labour law consultants) and the companies.

To know more or get CompliCheck visit our website

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