Top 10 ROC Compliance Requirements for Private Limited Companies in 2025

In 2025, compliance under the Companies Act, 2013 continues to be a cornerstone of corporate governance for Private Limited Companies (Pvt Ltd). The Registrar of Companies (ROC) requires companies to meet various annual and event-based filing obligations to ensure transparency and legal functioning.

As a Company Secretary (CS) or compliance professional, it’s crucial to stay ahead of ROC filing deadlines, avoid penalties, and help your clients maintain a clean regulatory record.

Here’s a comprehensive list of the Top 10 ROC compliance requirements for Private Limited Companies in 2025.

1. Filing of Annual Return – Form MGT-7

Every Private Limited Company must file its annual return within 60 days from the date of the Annual General Meeting (AGM).

• Due Date: Within 60 days of AGM
• Penalty for Non-Compliance: ₹100 per day of default
• What to include: Details of directors, shareholders, shareholding structure

2. Filing of Financial Statements – Form AOC-4

Companies must file their audited financial statements with ROC within 30 days of the AGM.

• Due Date: Within 30 days of AGM
• Penalty: ₹100 per day of delay
• Mandatory attachments: Auditor’s Report, Board Report, Balance Sheet, Profit & Loss Account

3. DIR-3 KYC for Directors

All directors with DIN must file DIR-3 KYC or KYC Web every year to keep their DIN active.

• Due Date: 30th September 2025
• Penalty: ₹5,000 if not filed
• Consequence: DIN is marked “Deactivated” for non-compliance

4. DPT-3 for Loan/Deposit Reporting

Every company (except government companies) must file Form DPT-3 to report loans and deposits.

• Due Date: 30th June 2025
• Penalty: ₹5,000 + ₹500 per day of delay
• Includes: Secured/unsecured loans, advances, inter-company loans

5. MSME Form 1

Companies that have outstanding payments to MSME vendors exceeding 45 days must file MSME Form I.

• Filing Frequency: Half-yearly (April and October)
• Penalty: As per Companies Act Section 405
• Objective: Promote prompt payments to MSMEs

6. Form INC-20A – Declaration of Commencement of Business

Applicable to new companies incorporated after 2019, this must be filed before commencing business.

• Due Date: Within 180 days from incorporation
• Penalty: ₹50,000 for company + ₹1,000/day for directors
• Without it: Company cannot borrow or start operations

7. Maintenance of Statutory Registers

Companies must maintain updated registers for members, directors, share transfers, etc.

• Registers to maintain: MGT-1, MGT-2, SH-2, SH-3
• Inspections: Registers should be available for inspection by ROC and members
• Penalty: ₹50,000+ for non-compliance

8. Board Meetings and AGM Compliance

Minimum of 4 Board Meetings per year, and 1 AGM for shareholder approval is mandatory.

• Notice Requirement: 7 days clear notice
• Penalty for not holding AGM: ₹1 lakh + ₹5,000 per day of delay

9. Form ADT-1 – Appointment of Auditor

Filing required when appointing or reappointing auditors for a 5-year term.

• Due Date: Within 15 days of AGM
• Penalty: ₹300–₹600 per day of delay
• Importance: Non-filing may disqualify auditor appointments

10. Event-Based Compliances

Private companies must also file ROC forms for specific events:

Event	ROC Form	Due Date
Change in directors	DIR-12	Within 30 days
Change in registered office	INC-22	Within 30 days
Allotment of shares	PAS-3	Within 15 days
Change in MOA/AOA	MGT-14	Within 30 days

Neglecting these can lead to heavy penalties and compounding offenses.

What’s New in 2025? (ROC Compliance Trends)

• Increased scrutiny on MSME payments and DPT-3 disclosures
• Digital compliance drive by MCA 21 V3 portal
• Director disqualifications for repeated non-filing
• E-verification of financials made mandatory for large companies

Frequently Asked Questions (FAQs)

Q1: Is it mandatory for all private limited companies to file AOC-4 and MGT-7 every year?
Yes, both forms are mandatory regardless of turnover or activity status.

Q2: What happens if I miss the DIR-3 KYC filing?
Your DIN becomes deactivated, and you cannot act as a director until it is reactivated with penalty.

Q3: Are ROC filings required for dormant or non-operational companies?
Yes, unless struck off, all companies must file regular ROC returns.

Q4: What is the cost of late ROC filing?
Late filing costs ₹100 per day per form and may attract additional penalties or legal actions.

Q5: Can a Company Secretary handle all ROC compliance?
Yes, a practicing CS is fully authorized and trained to manage ROC compliance for any company.

Conclusion

Staying compliant with ROC requirements in 2025 is not just a legal necessity but a strategic move toward building business credibility. Timely filings, accurate records, and engaging a professional like a Company Secretary can help avoid hefty fines, director disqualifications, and future litigation.

For ROC Filing, Annual Compliance, and Corporate Law Support, connect with our expert CS team today!

📞 Contact Us | ✉️ info@camadhuraggarwal.com

📅 Published on: 09 May 2025
✍️ Author: CS Chhavi Goyal