What is the ROC compliance for a pvt. ltd. company?

What is the ROC compliance for a pvt. ltd. company?

10 Mandatory ROC Compliance :Annual Compliance Checklist for Startups

Often entrepreneurs get overwhelmed by the number of compliances and in absence of professional guidance end up paying interest and penalties.

Find below a brief overview of the documentation and formalities to be observed and become tax and law compliant.

The compliances can be categorized as below

  • Registrar related Compliance
  • Non Registrar compliance

10 Mandatory ROC Compliances

Appointment of Auditor

(E-form ADT-1)

* First Statutory Auditor has to be appointed within 30 days of incorporation in first board meeting

* Subsequent auditors will be appointed for 5 years in AGM.

Form ADT-1 is filed for 5-year appointment. After that every year in AGM, Shareholder ratify the Auditor but there is no need to file ADT-1.

Holding Board Meeting

* First meeting within 30 days of incorporation

* Minimum 2 meetings, one in each half calendar year.

Minimum gap of 90 days is required between 2 meetings (ignore if more than 2 meetings held during the year)

Holding Annual General Meeting(AGM)


Maximum gap of 15 months between 2 AGMs

E- Forms Filing Requirements

E-form: MGT-7 File Annual Return within 60 days of holding of AGM for the period 1st April to 31st March.

E-form: AOC-4 File Financial Statement: i.e Balance Sheet along with Statement of Profit and Loss Account and Directors’ Report

Form MBP- 1 Every Director of the Company in First Meeting of the Board of Director in each Financial Year needs to disclose his interest in other entities by filing the form

Fresh MBP-1 needs to be filed, whenever there is change in his interest from the earlier given MBP-1

Form DIR – 8 Every Director of the Company in each Financial Year has to file with the Company disclosure of non-disqualification

Directors’ Report

Directors’ Report is to be filed covering all the information required for Small Company under Section 134.

It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors.

Statutory registers and books of accounts

1)Statutory Registers

2)Minutes Book

* Board Meeting Minutes Book

* General Meeting Minutes Book (i.e. AGM, EGM, Postal Ballot, Creditors Meetings, Debenture holders Meetings)

3)Books of Accounts/Financial Statements(section 44aa)

4)Register of Directors Attendance at Board/Committee Meetings.

Circulation of Financial Statement & other relevant Docs

Company will send to the members of the Company approved Financial Statement, Directors’ Report and Auditor’s’ Report at least 21 clear days before the Annual General Meeting.

Note: Above mentioned Compliances are mandatory yearly compliances for the Small Private Limited Company. Except above compliances, there may be event-based compliances for the Small Company.

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