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ROC Annual Filings

AOC-4, MGT-7, AGM compliance, DIR-3 KYC (now triennial under MCA 2026 rules), and event-based filings, handled end-to-end by a dedicated CA. Avoid ₹100/day late fees, director disqualification, and strike-off risk. Filed before every deadline.

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The Recurring Rhythm.

Year-end finalisation in April-May. AGM by 30 September. AOC-4 by 29 October. MGT-7 by 28 November. DIR-3 KYC by 30 June, once every 3 years under new MCA rules effective 31 March 2026.

April–May
Year-end & audit
Books closed, statutory audit conducted, financial statements drafted. Board approves and signs financials. ADT-1 filed if auditor changed during the year.
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By 30 Sep
AGM (annual)
Annual General Meeting held, notices sent 21+ days in advance, financials adopted by shareholders. Auditor reappointed (or new auditor proposed). Special resolutions logged for downstream filings.
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By 29 Oct
AOC-4 filed
Financial statements filed within 30 days of AGM. Audit report, Board's report, and CSR-2 (if applicable) attached. SRN received immediately. Filed 3-5 days before deadline for buffer.
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By 28 Nov
MGT-7 filed
Annual return filed within 60 days of AGM. MGT-7A for OPCs and small companies. PCS certification arranged where applicable. Annual compliance closure delivered.
↺ Annual cycle repeats every financial year. Most companies file 8-12 forms with ROC between April and December, plus event-based filings throughout the year.

What Are ROC Annual Filings?

ROC Annual Filings are the statutory filings every company incorporated under the Companies Act 2013 must make with the Registrar of Companies (ROC) each year. The filings serve as the company's public disclosure: financial position, governance, shareholding, directorship, and key decisions taken during the year. Every Private Limited Company, OPC, Public Company, and Section 8 Company has to file, regardless of revenue or whether the company was operational that year.

The core annual filings are Form AOC-4 (financial statements, due within 30 days of AGM) and Form MGT-7 (annual return, due within 60 days of AGM). For OPCs and small companies (paid-up capital up to ₹4 crore AND turnover up to ₹40 crore), Form MGT-7A, a simplified version, applies. Additionally, every director must file DIR-3 KYC Web by 30 June, now once every three financial years under the MCA amendment effective 31 March 2026 (down from the previous annual requirement). Any change in mobile, email, or residential address still requires an event-based update within 30 days. Many companies also file ADT-1 for auditor appointment and CSR-2 for corporate social responsibility reporting if applicable.

The annual compliance calendar

For a March year-end company (the standard): financial year closes 31 March, statutory audit completed by July-August, AGM held by 30 September (legal deadline under Section 96 of the Companies Act), AOC-4 filed by 29 October, and MGT-7 filed by 28 November. OPCs do not hold AGMs but must file AOC-4 within 180 days of FY-end (27 September) and MGT-7A by 28 November. DIR-3 KYC for directors is now triennial (once every 3 FYs) due by 30 June of the third year, but event-based updates within 30 days for any change in personal details are still mandatory.

Why outsource vs do it in-house

ROC filings are not high-volume but are extraordinarily unforgiving. The late fee is ₹100 per day with no cap, and additional penalties under Section 92(5) and Section 137(3) can reach ₹5,00,000. Beyond money, three consecutive years of non-filing disqualifies every director for five years under Section 164(2), and the ROC can strike off the company under Section 248. Most early-stage companies miss filings not through negligence but because the AGM-AOC-AGM-MGT-DIR sequence is more complex than founders realise. A compliance firm handles the entire calendar with two-three handoffs per year.

What Gets Done Each Cycle.

Six recurring activities across the financial year. Annual cycle, predictable dates, single point of CA accountability.

AGM preparation
Annual
Notice drafted with 21-day clear advance notice, financials and Board's report circulated, agenda set, minutes drafted. Held by 30 September for March year-end companies.
Form AOC-4
Annual
Financial statements filing under Section 137. Balance sheet, P&L, cash flow, auditor's report, Board's report attached. Filed within 30 days of AGM. AOC-4 CFS for consolidated statements.
Form MGT-7 / 7A
Annual
Annual return under Section 92. Shareholding pattern, director details, meetings held, remuneration disclosed. MGT-7A for OPCs and small companies (no PCS certification needed).
DIR-3 KYC Web
Triennial / Event-based
Under MCA amendment effective 31 March 2026, DIR-3 KYC Web is filed once every 3 financial years by 30 June (was annual). Event-based update within 30 days if mobile, email, or address changes. Missing it deactivates DIN, ₹5,000 reactivation penalty.
ADT-1 & auditor
As needed
ADT-1 filed within 15 days of AGM if auditor appointed or reappointed. First-time appointments and changes mid-tenure trigger separate filings. We coordinate with your auditor.
Event-based filings
As needed
DIR-12 (director changes), MGT-14 (special resolutions), PAS-3 (share allotments), CHG-1 (charges), SH-7 (capital changes). Filed within statutory windows (15-30 days from event).

When You Need Us to Handle This.

Getting professional help on GST compliance is a service decision, not a legal one. Here's when it makes sense and when it doesn't.

Get help if
  • You're a registered Pvt Ltd, OPC, or Public Company. Annual filings are mandatory under the Companies Act 2013 regardless of revenue. Even non-operational companies must file or face strike-off.
  • You've missed past filings or have pending late fees. Regularisation requires careful sequencing, oldest year first, with additional fee computation. Our team handles the catch-up in parallel with the current year.
  • You have multiple directors and complex shareholding. MGT-7 disclosure complexity scales with shareholders, directors, and intra-year changes. Manual preparation is error-prone past 5-10 shareholders.
  • You have or plan to raise funding. Investors check MCA records before diligence. Pending or late ROC filings are an immediate red flag and can re-open the diligence scope.
  • You've changed directors, raised capital, or moved registered office. Event-based filings have 15-30 day windows that founders routinely miss. We track every triggering event.
Skip if
  • You're a Sole Proprietorship or Partnership Firm. ROC filings do not apply, these are unregistered structures under different acts. LLPs have their own filing cycle (Form 8 and Form 11).
  • You have an in-house Company Secretary. A CS with bandwidth and ROC experience can handle annual filings end-to-end. Common in larger companies (50+ employees).
  • You're a dormant company with no plan to operate. Dormant company application (Form MSC-1) reduces ongoing compliance load. Worth doing if the company is truly dormant for 2+ years.
  • You're planning to strike off the company anyway. Form STK-2 (voluntary strike-off) replaces the annual filing requirement. Useful for non-operational entities to avoid ongoing compliance cost.

How We Work.

Six commitments. Same dedicated CA, every month, with response times you can plan around.

Dedicated CA on your account
Not a ticket queue. The same chartered accountant handles your filings every month. Personal accountability, not a hand-off chain.
WhatsApp & email access
Business-hours response. Urgent issues escalated within 2 hours. No more chasing emails into a void.
Filed 5-7 days before deadline
AOC-4 filed by 24 October, MGT-7 by 23 November. Built-in buffer for MCA portal issues, attachment fixes, or last-minute board sign-off.
Document upload via portal or Drive
Pick your tool. We adapt to your workflow, not the other way around. CSV, Tally exports, Excel, all supported.
MCA notice response within 48 hrs
Show-cause notices, compounding notices, and clarification requests from ROC addressed within 48 hours of receipt to avoid escalation.
Annual compliance dashboard
Calendar of every upcoming ROC, IT, GST, and event-based filing across the year. Status tracker updated weekly. One source of truth for compliance health.

ROC Penalties & Defaults at a Glance.

Reference table for every ROC default scenario. Current as per Companies Act 2013 provisions.

Default scenario
Late fee
Statutory penalty
Downstream impact
Late AOC-4 filing
₹100/day, no cap
Up to ₹5 lakh (Sec 137)
Tax audit/investor flag, scrutiny risk
Late MGT-7 / 7A filing
₹100/day, no cap
₹50K-₹5L (Sec 92(5))
Officer-in-default proceedings
AGM not held by 30 Sep
N/A
₹1L + ₹5K/day per director (Sec 99)
All downstream deadlines cascade
DIR-3 KYC not filed (triennial cycle or 30-day update)
₹5,000 flat penalty
DIN deactivated
Blocks ALL other filings until reactivated
3 consecutive years non-filing
Compounded daily
Director disqualification 5 yr (Sec 164(2))
Directors barred from all companies
2+ years non-filing
Compounded daily
Strike-off under Sec 248
NCLT revival needed (₹1-3L + 6+ months)
Event-based filings missed
₹100/day per form
Section-specific penalties
Resolutions invalidated, transactions reopened
Penalty figures current as per Companies Act 2013 provisions. The ₹100/day late fee has no upper cap and starts immediately after the statutory due date.

Frequently Asked Questions.

Every company incorporated under the Companies Act 2013 must file annually with the ROC. This includes Private Limited Companies, One Person Companies (OPCs), Public Limited Companies, and Section 8 Companies. Filing is mandatory regardless of whether the company had any revenue or operations during the year. LLPs file under a separate framework (Form 8 and Form 11). Sole Proprietorships and Partnership Firms have no ROC filing requirement.
AOC-4 (Section 137) is the filing of financial statements: balance sheet, P&L, cash flow, auditor's report, Board's report, CSR-2 if applicable. Filed within 30 days of AGM. MGT-7 (Section 92) is the annual return: registered office, shareholding pattern, directors, KMPs, meetings held, remuneration, penalties. Filed within 60 days of AGM. Both are mandatory and independent, you cannot file one without the other for full compliance.
MGT-7A is the simplified annual return form for One Person Companies (OPCs) and small companies. A small company is defined as one with paid-up capital up to ₹4 crore AND turnover up to ₹40 crore (both conditions must be met). MGT-7A does not require certification by a Practicing Company Secretary (PCS), reducing both cost and complexity. Filing deadline (60 days from AGM) and late fee structure (₹100/day) are identical to MGT-7.
The base late fee is ₹100 per day with no upper cap, charged separately for each form. It accrues from the day after the statutory due date until actual filing. Beyond the daily fee, statutory penalties apply: Section 92(5) for MGT-7 non-filing carries ₹50,000 to ₹5,00,000 penalty. Section 137(3) for AOC-4 non-filing carries similar quantum. The longer the delay, the more punitive the compounding becomes.
Under Section 99 of the Companies Act 2013, failure to hold the AGM within the statutory window triggers a penalty of ₹1,00,000 on the company plus ₹5,000 per day per director in default. Worse, all downstream deadlines (AOC-4, MGT-7) become immediately overdue because they're measured from the AGM date. You can apply to the ROC for an AGM extension under Section 96, but only with valid reasons and within prescribed windows.
DIR-3 KYC Web is the KYC update every director holding a DIN must file with MCA. Under the amendment notified via G.S.R. 943(E) dated 31 December 2025 and effective from 31 March 2026, the filing frequency has changed from annual to once every three financial years, due by 30 June of the third year. Additionally, any change in mobile, email ID, or residential address must be updated within 30 days via the same form (event-based update). Event-based updates do not reset the 3-year compliance cycle. The earlier separate e-form and Web form have been merged into a single DIR-3 KYC Web. Missing either the triennial filing or the 30-day update deactivates the director's DIN, blocking all other ROC filings. Reactivation requires a ₹5,000 penalty plus a fresh DIR-3 KYC Web filing.
Under Section 164(2) of the Companies Act 2013, every director of a company that has failed to file financial statements or annual returns for 3 consecutive years is disqualified from being reappointed as a director in that company or being appointed as a director in any other company for 5 years. This is the most serious personal consequence of ROC non-compliance. The disqualification is automatic, doesn't require a notice, and applies to every director regardless of their role in the default.
Yes. Under Section 248 of the Companies Act 2013, the ROC can initiate strike-off proceedings against a company that has failed to file financial statements or annual returns for 2 consecutive years, or has failed to commence business within 2 years of incorporation. Once struck off, the company ceases to exist legally. Revival requires an application to the National Company Law Tribunal (NCLT) under Section 252, typically taking 6+ months and costing ₹1-3 lakh in professional and statutory fees.
MGT-7 certification by a Practicing Company Secretary (PCS) on Form MGT-8 is required for: (a) Listed companies, and (b) Companies with paid-up capital above ₹10 crore OR turnover above ₹50 crore. For all other companies, including OPCs and small companies filing MGT-7A, PCS certification is not required. We coordinate with a PCS where applicable, but this is a separate professional service if needed.
The most commonly missed event-based filings are: DIR-12 (director appointment, change, or resignation, within 30 days), MGT-14 (special resolutions, within 30 days), PAS-3 (share allotments, within 30 days), CHG-1 (creation/modification of charges, within 30 days), and SH-7 (alteration of share capital, within 30 days). Founders often handle the actual event (issue new shares, appoint a director) and forget the corresponding ROC filing. Missed event-based filings can invalidate the underlying transaction.
Pricing depends on the size of the company (shareholders, directors, paid-up capital), whether MGT-7 or MGT-7A applies, whether PCS certification is needed, and how many event-based filings happened during the year. Reach out and we'll provide an exact quote. Most early-stage Pvt Ltd clients are in a predictable annual range. Late-filing catch-up engagements are quoted separately based on the period and additional fee exposure.
Yes. Past non-filings can be regularised by filing the overdue forms with additional fees. The forms must be filed in chronological order, oldest year first, since the MCA system validates the previous year's filings before accepting the current year's forms. For struck-off companies, revival through NCLT under Section 252 is the prerequisite. The MCA also periodically launches condonation schemes (like CCFS) that reduce additional fees during specific windows. We track these schemes and time regularisations accordingly.

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Let Us Handle ROC Annual Filings.

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