Annual Return of Company

What is ROC Annual Filing?

Every company registered in India, including private limited, limited company, one person company and section 8 company must file annual returns with ROC every year. Companies have to Comply with ROC by filing various return, forms and documents and these could be categorized in two heads.

Compliances which are required to be made once in a year by all the companies and LLPs. List of few Annual compliance requirement.

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2. Event Based Compliance Filling-

Compliances which are required to be made from time to time on various events. list of few events in which compliance with ROC is required:

Procedure to file ROC Compliances

Document required for ROC form


Compliance to be done When is this compliance to be done? Penalty for Non-compliance
1. Issue of Share Certificates
The company must issue the Share Certificates to its shareholders within 2 months of its Incorporation or new allotment
Company: Fine from Rs. 25,000 which may extend to Rs.500,000.
Directors: Fine from Rs. 10,000 which may extend to Rs. 100,000.
2. Statutory Register
7 to 8 Mandatory Registers to be maintained and updated from time to time
Penalty: Rs. 50,000 which may extend to Rs. 3,00,000 and
Further fine: Rs. 1,000 day for which the default continues.
3. Board Meeting Compliances
1st Board Meeting thirty days of date of incorporation and

One Board Meeting to be held in each quarter of the financial year.

Minutes of meeting to be prepared,Notice of Meeting should be given

Attendance Register of every meeting to be maintained.
Company: Fine from Rs. 25,000 and
Director in default: liable to a penalty of Rs. 5,000.
Non-compliance in Issue of Notice of Meeting, Director shall be liable to a penalty of Rs. 25,000.
4. Annual General Meeting (AGM) Compliance
AGM to be held every year

Minutes of AGM to be prepared

Notice of AGM should be given in advance.

Attendance Register of every General meeting to be maintained.
Default in holding AGM:
Company and Directors: in default shall be punishable with fine which may extend to Rs. 1,00,000 and
Rs. 5,000 for every day of delay

Minutes Book Maintenance:
Company: Penalty upto Rs. 25,000
Directors in default: shall be liable to a penalty of Rs. 5,000.
5. Annual ROC Filings Filing Annual Return (MGT-7) Filing Financial Statements (AOC-4) ADT-1 (Auditor Appointment
Every company is required to file its Annual Return(MGT-7) with the ROC within 60 days of AGM.

Every company is required to file its Annual Return(MGT-7) with the ROC within 60 days of AGM.

The Auditor Appointment (ADT-1) to be filled within 15 days from the AGM.
Additional ROC Filing Fees: Upto 12 times of normal filing fees for each Form separately i.e. MGT-7, AOC-4 & ADT-1 (Depending on the Delay time)
Company: Shall be punishable with fine of Rs. 50,000 which shall extend to Rs. 5,00,000
Director in default: shall be punishable with imprisonment upto 6 Months or with Minimum Fine of Rs. 50,000 which may extend to Rs 5,00,000 or with both.

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