Every Private Limited Company registered under the Companies Act, 2013 is required to complete a set of annual compliance filings with the Registrar of Companies (ROC) at the Ministry of Corporate Affairs (MCA). These are not optional — they are mandatory legal obligations, and missing even a single deadline can result in penalties of ₹100 per day per form, director disqualification, or in extreme cases, the striking off of the company itself. For FY 2024–25 (April 1, 2024 to March 31, 2025), the annual compliance cycle includes board meetings, an Annual General Meeting (AGM), financial statement filing in AOC-4, annual return in MGT-7A, director KYC in DIR-3, and several other event-based and periodic returns.

Mitali Tita is a practising Company Secretary (CS) based in Andheri East, Mumbai. With 10+ years of CS experience and 500+ companies served, her practice specialises exclusively in company law compliance, ROC filings, MCA advisory, secretarial audit, and corporate governance. Annual ROC compliance is the most time-sensitive and consequence-laden area of company law — and getting it right, on time, every year, is precisely what a practising CS exists to do. This complete checklist for FY 2024–25 is designed to be the most detailed and actionable guide available for directors, founders, and company secretaries of Private Limited Companies in India.

If your company’s annual filings are overdue or you are uncertain about your compliance status, our Annual Filings of Company service covers end-to-end compliance from AGM to ROC filing, board minutes to statutory registers.

Why Annual ROC Compliance Is a Company Secretary’s Domain — Not Just an Accountant’s

A common misconception among small company directors is that their CA (Chartered Accountant) handles all annual compliance. The CA prepares and audits financial statements — but the majority of annual ROC compliance falls squarely within the domain of a practising Company Secretary. Here is the precise division:

As the table above shows, while the CA is responsible for auditing and certifying financial statements, the lion’s share of annual ROC compliance — the board meetings, AGM, annual return, director KYC, registers, and most MCA filings — is the domain of the Company Secretary. For companies without a whole-time CS (i.e., most Private Limited Companies below ₹10 crore paid-up capital), a Practising Company Secretary like Mitali Tita provides these services on a retainer or annual engagement basis.

How Has Annual ROC Compliance Evolved for Private Limited Companies in India?

The framework for corporate compliance in India has its roots in the Companies Act, 1956, which itself was modelled significantly on UK company law. Under the 1956 Act, private companies enjoyed substantial exemptions from compliance — a deliberate policy choice to encourage private business formation. Annual filings were required, but the penalty regime was lenient, and enforcement by Registrars of Companies was inconsistent. Directors routinely missed filing deadlines with minimal consequence.

The Companies Act, 2013, which replaced the 1956 Act in phases from 2014 onwards, fundamentally changed this. The 2013 Act introduced a dramatically stricter penalty regime — ₹100 per day per form (with no upper cap for most forms), director disqualification under Section 164(2) for companies that miss AOC-4 and MGT-7 filings for three consecutive years, and mandatory company strike-off under Section 248 for companies that fail to file returns for two or more consecutive years. The MCA’s V2 portal, launched in 2006 and upgraded to V3 in 2022, made electronic filing mandatory, created a real-time compliance database, and enabled the Registrar to track non-filing with far greater efficiency than was possible under the paper-based 1956 Act system.

The introduction of the Companies (Amendment) Act, 2017 and further amendments in 2019 and 2020 brought additional changes — notably the simplification of the MGT-7 form into MGT-7A for small companies and OPCs, and the introduction of various one-time amnesty schemes (CODS, CFSS) to help defaulting companies regularise their filings. The MCA’s ACTIVE (Active Company Tagging Identities and Verification) e-form, introduced in 2019, added another layer of compliance by requiring companies to verify their registered office address. Today, the annual compliance framework for a Private Limited Company is more structured, more enforced, and more consequential than at any previous point in Indian corporate history.

Mitali Tita’s Mandatory Compliances services cover the complete annual compliance cycle — from the first board meeting of the year to the final ROC filing after the AGM.

FY 2024–25 Key Deadlines at a Glance

Before diving into the section-by-section checklist, here is the master deadline calendar for FY 2024–25 — assuming a March 31, 2025 year-end and AGM on or before September 30, 2025:

The Complete FY 2024–25 Annual ROC Compliance Checklist for Private Limited Companies

Section 1: Board Meeting Compliance Throughout FY 2024–25

The Companies Act, 2013 under Section 173 requires every company to hold a minimum of 4 board meetings per year, with a maximum gap of 120 days between any two consecutive meetings. For Small Companies and OPCs (One Person Companies), Section 173(5) provides a relaxation — only 2 board meetings per year are required (one in each half of the calendar year), with a gap of not less than 90 days between the two meetings. Most Private Limited Companies (other than small companies and OPCs) must hold 4 board meetings.

• Q1 Board Meeting held between April 1 and June 30, 2024
• Q2 Board Meeting held between July 1 and September 30, 2024
• Q3 Board Meeting held between October 1 and December 31, 2024
• Q4 Board Meeting held between January 1 and March 31, 2025
• Gap between any two consecutive meetings does not exceed 120 days
• Meeting notices issued with 7 days’ advance notice (or shorter with consent of directors)
• Quorum met at every board meeting (one-third of total directors or 2, whichever is higher)
• Board meeting minutes prepared within 30 days of each meeting (Section 118)
• Minutes signed by the Chairman and entered in the Minutes Book
• Resolutions passed by circulation (if any) properly documented with consent of majority directors

Section 2: Annual General Meeting (AGM) — FY 2024–25

Every Private Limited Company must hold its Annual General Meeting (AGM) within 6 months from the end of the financial year — i.e., by September 30, 2025 for FY 2024–25, under Section 96 of the Companies Act, 2013. Newly incorporated companies must hold their first AGM within 9 months of the end of the first financial year, or 18 months from the date of incorporation, whichever is earlier.

• AGM held on or before September 30, 2025
• 21 clear days’ written notice of AGM sent to all members, directors, and auditor
• Notice contains: time, date, place, and agenda of AGM
• Audited financial statements (Balance Sheet, P&L, Cash Flow, Notes) approved at board meeting before AGM
• Board’s Report prepared for FY 2024–25 (Section 134) and approved by board before AGM
• Auditor’s Report annexed to financial statements
• Financial statements laid before members at AGM
• Dividend declared (if any) at AGM — board recommendation confirmed
• AGM minutes prepared within 30 days and entered in the Minutes Book
• If AGM could not be held: application for extension filed with Registrar before September 30, 2025

Non-holding of AGM is an offence under Section 99 — the company and every officer in default is liable to a fine of up to ₹1,00,000, and a further fine of ₹5,000 per day for continuing default. Directors can also be directed to hold the AGM by the Tribunal.

Section 3: AOC-4 — Filing of Financial Statements

AOC-4 is the e-form for filing audited financial statements with the Registrar of Companies. It must be filed within 30 days of the AGM (or within 30 days of the date by which the AGM should have been held, if the AGM is not held). For FY 2024–25 with AGM by September 30, 2025, the AOC-4 deadline is October 30, 2025.

• AOC-4 filed within 30 days of the date of AGM (or within 30 days of the AGM deadline if AGM not held) — by October 30, 2025
• Audited Balance Sheet, P&L, Cash Flow Statement, and Notes to Accounts attached
• Board’s Report (Section 134) and Directors’ Responsibility Statement attached
• Auditor’s Report attached
• Company with XBRL obligation: XBRL-format financial statements attached in AOC-4 XBRL
• Form certified by a Practising CA (for most companies) or CS where required
• Late filing fee: ₹100 per day from the due date — no upper cap

Section 4: MGT-7A — Annual Return

The Annual Return in MGT-7A (for small companies and OPCs) or MGT-7 (for all other companies) must be filed within 60 days of the AGM. For FY 2024–25 with AGM by September 30, 2025, the MGT-7A/MGT-7 deadline is November 29, 2025. The Annual Return contains details of the company’s shareholders, directors, capital structure, indebtedness, and compliance status as on the date of the AGM.

• MGT-7A filed within 60 days of the date of AGM (for Small Companies and OPCs) — by November 29, 2025
• MGT-7 filed within 60 days of the date of AGM (for all other Private Limited Companies)
• Certified by a Practising Company Secretary (PCS) for companies with paid-up capital above ₹10 lakh — or self-certified by a director for exempted small companies
• Shareholder register as on AGM date reflected accurately in MGT-7A/MGT-7
• Director details, DIN, and appointment/cessation dates updated correctly
• Disclosure of principal business activity and holding/subsidiary/associate company details
• Indebtedness details as on the close of FY 2024–25 correctly reported
• Late filing fee: ₹100 per day from the due date — director disqualification risk if 3 consecutive years of default

Mitali Tita provides end-to-end Annual Filings of Company services including MGT-7A/MGT-7 preparation, CS certification, and MCA filing — with no risk of missed deadlines.

Section 5: DIR-3 KYC — Annual Director KYC

Every individual who has been allotted a Director Identification Number (DIN) must file DIR-3 KYC or web-based DIR-3 KYC annually by September 30 of each year to keep their DIN active. For FY 2024–25 compliance purposes, the DIR-3 KYC deadline for all DIN holders is September 30, 2025. A DIN that is not KYC-verified is marked as ‘Deactivated due to non-filing of DIR-3 KYC’ — and the DIN holder must pay a ₹5,000 fee to reactivate it.

• DIR-3 KYC filed for ALL directors holding DIN, by September 30, 2025
• Web DIR-3 KYC (for DIN holders with no change in details) filed online without digital signature
• DIR-3 KYC (full form, for DIN holders with changed mobile/email) filed with DSC and OTP verification
• Mobile number and email ID in DIR-3 KYC are unique to each DIN holder
• PAN details match the records held with MCA
• Address and Aadhaar details are current and accurate

Section 6: DPT-3 — Return of Deposits

DPT-3 is an annual return that every company (other than government companies) must file with the ROC, reporting the details of money received by the company that is not considered a deposit (i.e., loans from directors, shareholders, and related parties — which are exempted from the definition of ‘deposits’ under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014). DPT-3 must be filed annually by June 30 for the preceding financial year. For FY 2024–25, the DPT-3 deadline is June 30, 2025.

• DPT-3 filed by June 30, 2025 for FY 2024–25
• Auditor’s certificate attached to DPT-3 (mandatory)
• All outstanding amounts as on March 31, 2025 reported correctly
• Shareholder loans, director loans, and inter-corporate deposits classified correctly
• Companies with actual deposits: separate DPT-3 return for actual deposits filed

Section 7: Other Important Annual and Ongoing Compliances

Beyond the forms above, there are several additional compliance requirements that apply to most Private Limited Companies:

• Appointment of First Auditor — within 30 days of incorporation (only for newly incorporated companies in FY 2024–25)
• ADT-1 — Auditor appointment form filed within 15 days of appointment at AGM
• Statutory Registers maintained and updated — Register of Members (MGT-1), Register of Directors & KMP, Register of Contracts in which Directors are Interested (MBP-4), Register of Charges (CHG-7)
• Form MGT-14 — filed within 30 days for resolutions passed u/s 179 (board resolutions for borrowing, investment, giving loans/guarantees)
• MBP-1 — Every director discloses interest in other entities at the first board meeting of each financial year (April 2024 board meeting for FY 2024–25)
• Half-Yearly MSME Return (MSME Form 1) — for companies who have outstanding dues to MSME suppliers beyond 45 days. Due: October 31, 2024 (April–September) and April 30, 2025 (October–March)
• Annual DIN-DPIN KYC for Designated Partners of LLPs — DIR-3 KYC by September 30, 2025
• Share certificates issued within 60 days of allotment (for any fresh allotment in FY 2024–25)
• eStamping of share certificates if physical share certificates issued
• SBO (Significant Beneficial Owner) compliance under Section 90 — BEN-2 filed for any changes in SBO during FY 2024–25

Mitali Tita’s Statutory Registers & Minutes service covers the maintenance, certification, and updating of all statutory registers required under the Companies Act, 2013.

What Are the Penalties for Missing Annual ROC Compliance Deadlines?

The penalty regime under the Companies Act, 2013 is strict and in many cases escalates without an upper cap. Here is a summary of the key penalties:

Step-by-Step Process: How Mitali Tita Manages Annual ROC Compliance for Your Company

Mitali Tita reviews your company’s last 3 years of MCA filings to identify any outstanding defaults, missing forms, or pending regularisation that need to be addressed before the current year compliance cycle begins.

A customised compliance calendar for FY 2024–25 is prepared for your company, listing every form, every deadline, and every document required, so nothing is missed.

Notices for all required board meetings are drafted and issued with the mandatory 7 days’ advance notice. Agendas are prepared in accordance with Companies Act, 2013 requirements.

Minutes of every board meeting are drafted within 30 days, reviewed with the Chairman, and entered in the Minutes Book. All resolutions are properly worded in accordance with the Act.

The notice of AGM, agenda, and required documents (directors’ report, financial statements) are prepared and dispatched to all members with the mandatory 21 clear days’ notice.

After the auditor certifies the financial statements, AOC-4 is prepared with all required attachments and filed on the MCA portal within the 30-day deadline.

The annual return is prepared, CS-certified where required, and filed within 60 days of the AGM.

All director KYC filings, DPT-3, MSME returns, and other applicable forms are filed within their respective deadlines.

How Does Annual ROC Compliance Differ Across Types of Private Limited Companies?

Small Companies — Relaxed Compliance Framework

Under the Companies Act, 2013 as amended, a Small Company is one whose paid-up share capital does not exceed ₹4 crore and turnover does not exceed ₹40 crore in the preceding financial year. Small Companies enjoy significant compliance relaxations: only 2 board meetings per year (instead of 4), a simpler MGT-7A annual return (with self-certification allowed by a director), and exemption from the requirement to include the cash flow statement in financial statements. However, AOC-4, DIR-3 KYC, DPT-3, and AGM requirements apply equally.

Startups — Additional Compliances to Be Aware Of

DPIIT-recognised startups have some compliance relaxations (self-certification under labour laws, faster IPR processing), but annual ROC compliance under the Companies Act is mandatory without relaxation. Startups that have issued ESOPs, convertible notes, or CCPS must additionally ensure that ESOP Scheme Compliance and Issuance of CCPS post-allotment compliance is completed within the prescribed timeframes.

Companies with Foreign Investment — FEMA Overlay

Private Limited Companies that have received foreign direct investment (FDI) have an additional layer of annual compliance under FEMA — specifically the Annual FLA Return (Foreign Liabilities and Assets), which must be filed with the RBI through authorised dealer banks by July 15 each year. Our FLA Return Compliance service covers this alongside annual ROC compliance for FDI-receiving companies.

Companies Above ₹50 Crore Paid-Up Capital — Secretarial Audit Required

Public companies with paid-up share capital above ₹50 crore, and companies with turnover above ₹250 crore or outstanding loans above ₹100 crore, are required to obtain a Secretarial Audit Report in Form MR-3 from a Practising Company Secretary. Mitali Tita conducts Secretarial Audit as an authorised PCS — reviewing compliance with the Companies Act, SEBI regulations, FEMA, and all other applicable laws.

Why Companies Across India Choose Mitali Tita for Annual ROC Compliance

Annual ROC compliance is all Mitali Tita does — not a side service bundled with tax filing. Every form is prepared, reviewed, and certified by a qualified, practising CS who understands the Companies Act in depth.

A customised compliance calendar is maintained for every client company. Advance reminders, document collection, and filing happen systematically — so clients never face the ₹100/day late fee or the risk of director disqualification.

All services are delivered digitally — documents shared securely, MCA filings done electronically, and all communication via WhatsApp, email, or video call. Clients across Mumbai, Hyderabad, Delhi, Bangalore, and overseas are served without any need for physical visits.

Annual compliance retainer fees are fixed and disclosed upfront — no surprise invoices, no per-form billing shocks. Clients know exactly what they are paying for the full year.

Beyond annual filings, Mitali Tita provides company law advisory on share transfers, director changes, capital increases, and restructuring — a single trusted CS for all corporate governance matters. Explore our full range of Change Services for any mid-year corporate changes your company may need.

Mitali Tita is a Practising Company Secretary in Mumbai with 10+ years of CS experience and 500+ companies served. Her practice specialises exclusively in annual ROC compliance — AOC-4 and MGT-7A/MGT-7 filings, AGM and board meeting support, DIR-3 KYC, DPT-3, statutory registers and minutes, secretarial audit, and regularisation of overdue filings — delivered 100% digitally, pan-India. Office: Suit No.102, L1, Ashok Premises, Nicholas Road, Andheri East, Mumbai 400069 · +91 98190 00640 / +91 98190 00445.