Annual ROC Compliance for Pvt Ltd & LLP

**Recent MCA updates — verify before relying** MCA-21 V3 transitions, fee-rule amendments, and small-company / OPC threshold revisions are issued from time to time. Check "What's New" at mca.gov.in/content/mca/global/en/notifications-tender/whats-new.html for any extension circular or fee update. The dates in this guide reflect the statutory position; ad-hoc extensions are typically issued for AOC-4 / MGT-7 / DIR-3 KYC in the August-October window.

Pvt Ltd — annual filings under the Companies Act, 2013

Source: Sections 92, 96, 137, 173 of the Companies Act, 2013; Companies (Registration Offices and Fees) Rules, 2014.

• **AGM (Section 96)** — every company other than an OPC must hold its AGM within **6 months from the close of the financial year** (i.e., by 30 September for a 31 March year-end). The first AGM may be held within 9 months from close of the first FY. The gap between two AGMs cannot exceed **15 months**.
• **AOC-4 (Financial Statements, Section 137)** — due **within 30 days of the AGM**. AOC-4 XBRL applies to specified classes (listed companies, companies with paid-up capital ≥ Rs. 5 crore or turnover ≥ Rs. 100 crore, etc.). Late filing: **Rs. 100 per day, no cap**.
• **MGT-7 / MGT-7A (Annual Return, Section 92)** — due **within 60 days of the AGM**. MGT-7A is the abridged form for OPCs and Small Companies (paid-up capital ≤ Rs. 4 crore and turnover ≤ Rs. 40 crore — both must be met).
• **Board Meetings (Section 173)** — minimum **4 per calendar year** with a maximum gap of **120 days** between consecutive meetings. Small companies, OPCs, and dormant companies need only **2 board meetings a year** (one in each half, with a minimum gap of 90 days).
• **CSR Reporting** — applicable under Section 135 if the company meets any of: net worth ≥ Rs. 500 cr, turnover ≥ Rs. 1,000 cr, or net profit ≥ Rs. 5 cr in the immediately preceding FY. Unspent amounts have specific transfer rules under Section 135(5) and (6); a separate eForm **CSR-2** is filed as an addendum to AOC-4.

DIR-3 KYC — annual director KYC

Source: Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014.

• Every person holding an "approved" DIN as on **31 March** of a year must complete DIR-3 KYC by **30 September** of the immediately following year.
• Two flavours: **e-Form DIR-3 KYC** for first-time / any change in particulars; **DIR-3 KYC (Web)** for annual re-verification with no change.
• Within due date — **no fee**. After 30 September — DIN is deactivated; reactivation requires filing with a **Rs. 5,000 late fee**.
• Disqualified directors are also required to file DIR-3 KYC.

DPT-3 — Return of Deposits / Money Received

Source: Rule 16 of Companies (Acceptance of Deposits) Rules, 2014.

• Every company **other than a Government company** with any outstanding loan / money received that is **not considered a deposit** (per Rule 2(1)(c) exclusions) and / or any deposits as on 31 March must file DPT-3.
• **Due date: 30 June** every year, reporting position as on 31 March.
• Nil filing is not required, but companies with any exempt loan outstanding (e.g., advance from customers held longer than 365 days, loan from directors, security deposit from employees, debentures, etc.) **must** file even if no deposit-classified amount exists.

LLP annual compliance

Source: LLP Rules, 2009.

• **Form 11 (Annual Return)** — due **within 60 days of the close of FY**, i.e., by **30 May** each year. (LLP FY is mandatorily April to March.)
• **Form 8 (Statement of Account & Solvency)** — due **within 30 days after the end of 6 months from close of FY**, i.e., by **30 October** each year.
• **Audit (Rule 24)** — required **unless both** of the following are met for the year:
• Turnover ≤ Rs. 40 lakh, **and**
• Contribution ≤ Rs. 25 lakh
• **Form 3 / Form 4** — for LLP Agreement and changes in partners, within 30 days of the event.

Late-fee economics — why deadlines actually matter

For Pvt Ltd companies, AOC-4 and MGT-7 are at Rs. 100 per day per form with no cap. A 6-month delay on both = Rs. 36,500 per form = Rs. 73,000 plus restoration / penalty exposure if the company is also subject to ROC action.

For DIR-3 KYC, the Rs. 5,000 reactivation fee is a small number, but a deactivated DIN cannot be used to sign any form, so it blocks every other filing the director is associated with. Plan for filing all directors' KYC together every August.

For LLPs, both Form 11 and Form 8 attract Rs. 100 per day per form additional fee for delay. The clock runs without cap and the additional fee can exceed the original filing cost many times over within a few months.

Calendar at a glance

If you'd like our team to run your annual ROC compliance on a documented calendar, please reach out via the contact page.