ROC Annual Filing Checklist

Quick answer

Every company owes the Registrar the same core set of filings each year: AOC-4 for financial statements, MGT-7 or MGT-7A for the annual return, DIR-3 KYC for each director, DPT-3 for loans and deposits, and ADT-1 where an auditor is appointed. The two big ones are due 30 and 60 days from the AGM — measured from the earlier of your actual AGM date and its due date.

Every company, active or dormant, owes the Registrar a set of annual filings. They are not complicated, but the penalties for missing them are unusually harsh — ₹100 per day per form, with no cap — so a simple checklist pays for itself.

Who this is for

You are a director, founder or finance lead of a private limited company, a One Person Company, or a small company, and you want to know exactly what you owe the Registrar of Companies this year, when, and what it costs. It is written for the person who signs, not the person who files. The wider picture — board meetings, registers, event-based filings — is in the company compliance checklist.

It does not cover LLPs, which file Form 8 and Form 11 on a different clock and a different late-fee mechanism; see LLP compliance. Nor does it cover listed companies, NBFCs or XBRL filers, which carry additional forms.

The statutory basis, form by form

Everything below traces to a section of the Companies Act, 2013 and a rule made under it. Which section you are in matters, because — as the fees section shows — the late-fee mechanism changes with it.

The core annual filings

Two forms anchor the year. AOC-4 files your financial statements with the Registrar. MGT-7 (or MGT-7A for small companies and OPCs) files your annual return. Both are mandatory for every company regardless of turnover or activity, and both are linked to your annual general meeting.

AOC-4 carries the audited balance sheet, profit and loss account, cash flow statement where required, the auditor's report and the Board's report, with the AGM details at which those accounts were adopted. Because it carries audited accounts, the audit gates the filing. Section 137(1) also handles the awkward cases: if the accounts are not adopted at the AGM, the unadopted statements are still filed within 30 days and the Registrar takes them on record as provisional until the adopted set arrives; and where they are adopted at an adjourned AGM, the 30 days run from that adjourned meeting. Our AOC-4 filing guide walks through the attachments.

MGT-7 or MGT-7A carries the annual return — registered office and principal business activities, share capital and shareholding pattern, members and debenture holders with changes since last year, promoters, directors and key managerial personnel, meetings of members and of the Board with attendance, remuneration of directors, and any penalty or punishment imposed on the company or its officers. It is the company's public self-description for the year, which is why a diligence team reads it before they read your deck. The MGT-7 filing guide covers the schedules.

MGT-7 or MGT-7A — get this right before you start

These are not interchangeable, and the portal enforces the difference. MCA titles them exactly:

• MGT-7 — "Annual Return (other than OPCs and Small Companies)"
• MGT-7A — "Abridged Annual Return for OPCs and Small Companies"

A small company is defined in section 2(85), with the numbers prescribed by rule 2(1)(t) of the Companies (Specification of Definition Details) Rules, 2014 as substituted in September 2022:

Two traps sit in that table. First, the exclusions are absolute: a wholly-owned subsidiary with ₹1 lakh of capital and no turnover is not a small company, because it is a subsidiary. It files MGT-7. Second, the turnover test looks at the immediately preceding financial year, so a company can be a small company one year and not the next, and the correct form changes with it. Check status each year rather than assuming last year's answer still holds.

The system also blocks a second annual return for the same financial year unless you have selected "Revised", and it will not accept MGT-7 where an MGT-7A for that year end is already approved or pending.

AGM and the filing window

The timeline keys off the AGM, which a company generally holds within six months of the financial year end. AOC-4 is filed within 30 days of the AGM and MGT-7 within 60 days.

That much is in every summary. Here is the part that is usually missing, and it is the part that decides whether you actually owe an additional fee.

The rule most summaries get wrong

MCA's own fee logic — published in the instruction kits for AOC-4, MGT-7 and MGT-7A — does not simply count from the day you held the meeting. For AOC-4 it takes the "Calculated AGM date or Calculated due date of AGM whichever is earlier" and adds 30 days. For MGT-7 and MGT-7A it takes the "AGM date or calculated due date of AGM whichever is earlier" and adds 60 days.

Read that carefully, because the consequences run in only one direction:

• Hold the AGM early, and the deadline moves forward with it. An AGM on 5 July for a 31 March year end means AOC-4 on 4 August, not 30 October.
• Hold the AGM late, and the deadline does not move back. The AGM due date caps the clock. The company was already late the moment the derived date passed, whether or not the meeting had happened.

The only thing that shifts the cap is an extension. Under the third proviso to section 96(1) the Registrar may, for special reason, extend the time for holding an AGM other than the first by up to three months. That is applied for in GNL-1 under the purpose "Extension of AGM", and MGT-7 validates the SRN you enter against an approved GNL-1 filed for exactly that purpose. It is discretionary. Plan as though you will not get it.

So the practical instruction in the original advice still stands, and is now better founded: set the AGM date early and work forward.

Worked example — deriving the two dates

Assumptions, stated so you can change them: a private limited company; financial year 1 April 2025 to 31 March 2026; authorised (nominal) share capital ₹10,00,000; not a small company, so it files MGT-7; no AGM extension applied for or granted; AGM actually held on 12 August 2026.

Note what step 8 does not say. The ₹100 per day is a flat per-day charge; it is not a multiple of the ₹400. A 15-day delay costs ₹1,500 whether your capital is ₹1 lakh or ₹1 crore.

Now change exactly one assumption and watch what happens:

Row three is the expensive one. The company held its meeting three weeks after the due date and gained nothing: AOC-4 was still due 30 October, and by the time the accounts were adopted there were only ten days left. Row four is the same company with an approved extension, and it is a month better off.

First-year deadlines are different

A newly incorporated company does not inherit the ordinary calendar, and two provisions change the shape of its first year.

Section 2(41) — a company incorporated on or after 1 January of a year may take its first financial year to 31 March of the following year. A company incorporated on 14 February 2027 therefore has a first financial year running to 31 March 2028, a period of over thirteen months, and files nothing annual in 2027 at all.

First proviso to section 96(1) — the first AGM is held within nine months of the close of the first financial year, not six. The second proviso adds that a company holding its first AGM within that window need not hold an AGM in its year of incorporation at all. The third proviso, which allows a Registrar's extension, expressly does not apply to a first AGM.

Put those together and the first-year picture looks like this. The table assumes incorporation on the 1st of the stated month (shift your own dates by the same number of days), a company limited by shares with an April–March financial year, no AGM extension, and a first AGM held on its due date so the filing dates shown are the latest permissible.

Three things are worth pulling out of that table.

First, the first Board meeting and INC-20A columns move month by month, because both run from the date of incorporation — 30 days under section 173(1) and 180 days under section 10A. Everything to the right of them is anchored to a financial year end and so is identical for nine consecutive incorporation months. A company incorporated in April 2026 and one incorporated in December 2026 file their first AOC-4 on the same day.

Second, the January-to-March rows are the ones people trip over. Those companies have a longer first financial year and file their first annual return nearly two years after incorporation. That is not a licence to ignore compliance in the meantime: INC-20A, the first Board meeting, the first auditor and DIR-3 KYC all still fall due, and each is on its own clock. The post-incorporation compliance guide sets out the full first-90-days sequence.

Third, the second AGM is governed by two rules at once, and the earlier one binds. Section 96(1) says not more than fifteen months may elapse between one AGM and the next, and the first proviso says every AGM other than the first is held within six months of the year end. A company whose first AGM was on 31 December 2027 has until 31 March 2029 on the fifteen-month rule, but only until 30 September 2028 on the six-month rule for the year ending 31 March 2028. Thirty September is the answer.

Director and deposit filings

Two more recur every year. Every director with a DIN files DIR-3 KYC by 30 September to keep the DIN active. Companies file DPT-3 by 30 June to report outstanding loans and deposits. Where an auditor is appointed or ratified, ADT-1 is filed within 15 days of the AGM.

DIR-3 KYC

Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014 requires every individual allotted a DIN as on 31 March of a financial year, whose DIN status is 'Approved', to submit KYC on or before 30 September of the immediately next financial year. This is a personal obligation of the DIN holder, not of the company — which is why it is so often missed by a director who has resigned from the company but still holds the DIN, and by a director of a dormant company who assumes nothing is due.

Two routes exist and they are not equivalent:

Miss the date and MCA marks the DIN "Deactivated due to non-filing of DIR-3 KYC". It does not reactivate on its own — MCA's own FAQ is explicit that reactivation is not automatic. The form must be filed with a fee of ₹5,000, after which approval is on a straight-through basis and the DIN reactivates. A separate ₹500 fee applies if you want to update a personal mobile number or email address again later in the same financial year.

A deactivated DIN is not a paperwork nuisance. It blocks the director from signing any MCA form, which means it can stall an unrelated filing, a funding round or a change of directors until it is fixed. Our DIR-3 KYC guide covers the OTP and signatory mechanics, and DIN reactivation covers the recovery.

MCA has extended the DIR-3 KYC date by circular in some past years. Treat 30 September as the rule and any extension as a windfall, never as a plan.

DPT-3

DPT-3 is due by 30 June every year, and its scope is wider than the word "deposits" suggests. It reports not only deposits accepted but also outstanding money or loans received by the company that are not treated as deposits under rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014. A director's loan, an advance from a holding company, an unsecured loan from a shareholder — these are exactly the balances the return is asking about, and they are precisely what a founder-run company assumes it does not need to report.

Where the purpose selected is a return of deposits, MCA processes DPT-3 in non-straight-through mode, so it is reviewed rather than taken on record automatically.

ADT-1

ADT-1 is the notice to the Registrar that an auditor has been appointed. The time limits differ by which appointment you are reporting, and conflating them is a common and avoidable error:

Section 139(1) also sets the term: an auditor appointed at the first AGM holds office from the conclusion of that meeting until the conclusion of the sixth AGM, and thereafter to the conclusion of every sixth meeting. If the Board fails to appoint the first auditor within 30 days, the members must do it at an extraordinary general meeting within ninety days.

ADT-1 matters beyond itself, because AOC-4 validates against it. MCA's own guidance on annual filing errors states that the ADT-1 SRN entered in AOC-4 must be approved, associated with the company, and cover a period into which the financial year end being filed falls. A missing or mismatched ADT-1 stops the AOC-4 filing, not just the ADT-1 one.

What the government charges — and what it doesn't

There are three distinct money items here, and they are routinely mashed into one number. Keeping them apart is the difference between a budget and a surprise.

1. Normal filing fee

Set by the Companies (Registration Offices and Fees) Rules, 2014, and charged per form, on the company's nominal (authorised) share capital — not its paid-up capital, which is the single most common misreading of this table.

2. Additional fee for late filing

This is where the ₹100 per day lives — and where its limits matter as much as its existence.

Section 403(1) provides that a document required under section 92 or section 137 filed after time may be filed on payment of an additional fee "which shall not be less than one hundred rupees per day". The amount prescribed under the fee rules is ₹100 per day, running for delay beyond 30 June 2018, with no upper cap. MCA's own circular restates it in the same terms: with effect from 1 July 2018, an additional fee of ₹100 per day applies to delay in filing annual returns and financial statements, without any upper limit.

The scope limit is the part to internalise. ₹100 per day is not the ROC's universal late fee. It attaches to sections 92 and 137 — the annual return and the financial statements. Most other company forms carry a multiple of the normal fee instead:

ADT-1 runs on the same multiplier family with an extra first band — 1 time the normal fee for a delay of up to 15 days, then 2, 4, 6, 10 and 12 times as the delay grows.

Two consequences follow. First, the additional fee on AOC-4 and MGT-7 is charged per form, so a company late on both accrues ₹200 a day in total, not ₹100. Second, on the multiplier forms a small delay is cheap and a long one is bounded, whereas on AOC-4 and MGT-7 a long delay is not bounded at all — three years late on both forms is well over ₹2,00,000 in fees alone before any penalty is considered.

3. Penalty — a different liability entirely

The fee is what you pay to file. The penalty is what you owe for having failed to file, and it is adjudicated separately. Paying one does not discharge the other. This is covered in the penalties section below.

Our professional fee, if you use a firm, is a fourth item and should be quoted to you separately from all three. On ROC annual filing we show the MCA fee and any additional fee as their own lines for exactly this reason.

Documents you need before you start

Nothing on this list is exotic, but a missing item stops the whole sequence rather than delaying one form.

For AOC-4

• Audited balance sheet, profit and loss account, and cash flow statement where applicable
• Auditor's report, signed
• Board's report, with its annexures
• Notice of the AGM and the resolution adopting the accounts
• AOC-1 where there are subsidiaries, associates or joint ventures; AOC-2 for related-party contracts
• The approved ADT-1 SRN covering the financial year being filed
• Details of any CSR obligation, where applicable

For MGT-7 or MGT-7A

• Register of members and the shareholding pattern as at the year end
• List of shareholders and debenture holders
• Details of transfers and transmissions during the year
• Directors and key managerial personnel, with changes and their dates
• Dates of Board meetings and committee meetings, with attendance
• Details of the AGM and of any extension granted
• Remuneration of directors and key managerial personnel
• Details of any penalty, punishment or compounding during the year
• Principal business activity codes

For the whole cycle

• Active DSCs for the signing director and for the certifying professional, registered on the MCA portal
• DINs in 'Approved' status — a deactivated DIN cannot sign

The filing sequence, step by step

1. Fix the AGM date. Everything derived flows from it, and fixing it early is the single highest-leverage act in the annual cycle.
2. Close the books and get the audit done. AOC-4 carries audited accounts, so the audit is the real constraint on timing, not the form.
3. Confirm ADT-1 is in place and approved for the year being filed. AOC-4 validates against it.
4. Circulate the notice and hold the AGM, adopting the accounts. Minute it properly — MGT-7 reports meetings and attendance.
5. File AOC-4 within 30 days of the event date. Keep the SRN and the challan.
6. File MGT-7 or MGT-7A within 60 days of the same event date. The AGM date you enter must match what you filed on AOC-4 for the same year end; a mismatch is a rejection.
7. Run the fixed-date filings alongside — DPT-3 by 30 June and DIR-3 KYC by 30 September do not wait for the AGM.
8. File the year away. Store both SRNs, both challans, the signed accounts and the minutes together. Next year's MGT-7 reconciles to this year's.

Steps 5 and 6 are straight-through: both AOC-4 and MGT-7 are processed in STP mode and taken on record electronically, and there is no resubmission facility for MGT-7. Get it right the first time — a wrong figure is corrected by filing a revised return, not by editing the one you sent.

Penalties for filing late

This is what makes ROC compliance unforgiving. Late AOC-4 or MGT-7 attracts an additional fee of ₹100 per day per form with no upper limit, and persistent default can lead to penalties on the company and its officers and even strike-off. A missed DIR-3 KYC deactivates the DIN until a reactivation fee is paid.

Here is what the Act actually says, so you can size the exposure rather than guess at it.

Two points about that table are easy to miss.

The fee and the penalty are separate liabilities. The ₹100 per day under section 403 is what you pay at the payment screen when you finally file. The ₹10,000-plus-₹100-per-day under section 137(3) or 92(5) is a penalty adjudicated by an officer of the Ministry. Filing late and paying the fee does not, by itself, make the penalty go away. The one route that does is described under recovery, below.

Officer liability is personal. Section 137(3) names the managing director and the CFO first, and falls back to the director charged by the Board with compliance, and then to all the directors. A non-executive director of a defaulting company can end up personally in scope simply because nobody was formally charged with the responsibility.

Director disqualification

Section 164(2)(a) is the provision that turns a paperwork lapse into a career problem. A person who is or has been a director of a company that "has not filed financial statements or annual returns for any continuous period of three financial years" is ineligible to be re-appointed as a director of that company, or appointed in any other company, for five years from the date the company so failed.

Note the shape of it. The trigger is the company's default, not a finding of wrongdoing against the individual. It bites on annual returns or financial statements — either alone is enough. And it follows the person to every other board they sit on. There is one narrow proviso: a person appointed to a company that is already in default does not incur the disqualification for six months from the date of appointment.

The failure path — what actually happens

Most advice jumps from "you might be late" to "you could be struck off" without describing the middle, which is where most companies actually are.

Months 1 to 6. The additional fee accrues quietly at ₹100 a day per form. Nothing arrives in the post, and the meter only becomes visible at the payment screen.

Around the one-year mark. The company's MCA master data shows a visibly stale last-filing date. It is public, so banks, buyers and investors surface it long before the Registrar does.

Anywhere from here. The Registrar may issue a notice, or an adjudicating officer may issue a show-cause notice under section 454 for the section 92 or 137 default. Once that notice lands, the timing of your response changes what relief is available.

At three continuous financial years. Section 164(2)(a) disqualification attaches to every director, including at their other companies.

Where the registry suggests the company is not carrying on business. The Registrar may act under section 248 to remove the name from the register. For a company that never filed INC-20A within 180 days of incorporation, section 10A(3) gives an express route to the same outcome. Restoring a struck-off company runs through the Tribunal and costs an order of magnitude more than the filings ever would have; see company closure for how a deliberate exit differs from an involuntary one.

The honest summary: nothing happens for a long time, and then several things happen at once.

The recovery route

If you are behind, the sequence is mechanical.

1. Establish the true position. Pull the company's master data and the list of filings actually on record. Assumptions about which years were filed are frequently wrong.
2. Finalise and audit the accounts for each pending year. This is the real work, and it is why catching up takes weeks rather than days. The forms are the easy part.
3. File oldest year first. Later years reconcile to earlier ones, and MCA's guidance is that sequential filing lets prior-year figures prefill.
4. Compute the additional fee before you commit, so the total is a number you decided on rather than one you discovered.
5. Deal with any deactivated DIN first. A director whose DIN is deactivated cannot sign anything, so DIR-3 KYC often has to be cleared before the annual filings can even begin.
6. Then keep it current. A ROC compliance calendar with reminders against each date is the whole solution to a problem that mostly comes from forgetting.

Facilitation schemes — check whether one is open

MCA periodically opens a scheme that reduces the cost of catching up. These are real and materially cheaper than the ordinary route, but they are time-limited and are not extended on request.

The most recent is the Companies Compliance Facilitation Scheme, 2026, notified by General Circular No. 01/2026 dated 24 February 2026 under section 460 read with section 403. Under it a company could:

• complete pending annual filings by paying only 10% of the additional fee otherwise payable;
• obtain dormant status under section 455 by filing MSC-1 at one-half of the normal fee; or
• apply for strike off by filing STK-2 at 25% of the applicable filing fee.

The relevant forms included MGT-7, MGT-7A, AOC-4 and its variants, ADT-1, FC-3 and FC-4, along with the older Companies Act, 1956 forms. It was not available to a company against which a final striking-off notice under section 248 had already been initiated, one that had itself applied for strike off, one that had applied for dormant status before the scheme began, one dissolved under an amalgamation, or a vanishing company.

Its immunity provision is the important bit, and it is the only clean answer to the fee-versus-penalty problem described earlier. By the express proviso to section 454(3), proceedings under section 92 or section 137 are concluded and no penalty is leviable where the filing is made under the scheme before the adjudicating officer issues notice, or within thirty days of that notice. Where those thirty days have run out, or an adjudication order has already been passed, the fee relief still applies but the penalty stands.

The scheme opened on 15 April 2026 and was extended to 31 August 2026 by General Circular No. 03/2026 dated 8 July 2026. The circular also records that at the conclusion of the scheme, Registrars will take action against companies that did not avail it. If you are reading this after that date, do not assume a successor scheme exists — check MCA's current circulars, and budget for the full additional fee unless and until you confirm otherwise.

Common mistakes

• Treating a no-activity year as a no-filing year. The obligation attaches to the company, not to its turnover.
• Assuming a late AGM buys a later filing date. It does not; MCA counts from the earlier of the AGM date and its due date.
• Filing MGT-7 for a small company, or MGT-7A for a subsidiary. Both are rejected, and the second is the sneakier error because size alone looks like it qualifies.
• Reading the fee off paid-up capital. The scale runs on nominal (authorised) capital.
• Assuming ₹100 per day applies to every form. It applies to sections 92 and 137. Other forms use multipliers.
• Filing ADT-1 within 30 days of an AGM appointment. Thirty days belongs to the first auditor after incorporation; a general-meeting appointment is 15 days.
• Skipping DPT-3 because "we have no deposits". It also covers loans and amounts not treated as deposits.
• Letting a DIN lapse. One deactivated DIN can stall every other filing the company needs to make.
• Entering different AGM dates on AOC-4 and MGT-7 for the same year end. The system checks.
• Filing one form and not the other. Two forms, two clocks, two additional fees.
• Forgetting that the annual return is public. Anyone can read what you filed, and in a diligence process someone will.

After you file

Keep the SRN and the challan for every form. They are the evidence that the year is closed, and they are what a bank, a buyer or an investor will ask for. Store them with the signed accounts, the auditor's report and the AGM minutes as a single year-end pack.

Then update two things. The statutory registers should already reflect anything the annual return reported — members, transfers, directors, charges — and if reconciling them to MGT-7 threw up differences, fix the register, not the return. And the compliance calendar should roll forward: next year's DPT-3 and DIR-3 KYC dates are already known, and next year's AGM date is a decision you can make now rather than in September.

If the company is genuinely inactive, there are two better options than filing nil returns indefinitely. Dormant company status under section 455 keeps the company alive on the register with a reduced filing load. Strike off closes it properly. Drifting — neither trading nor filing — is the one choice that costs money and produces nothing.

A clean annual calendar

Map the year once: DPT-3 by 30 June, DIR-3 KYC by 30 September, AGM by the six-month mark, then AOC-4 and MGT-7 within their windows after the AGM. With reminders against each, the annual cycle stops being a scramble.

For a 31 March year end with no extension, that lands as follows.

Set the AGM date in April and the derived half of that table resolves itself. Leave it to September and you have compressed the audit, the meeting and two filings into the same eight weeks — which is how most late filings actually happen, and none of them start with an intention to be late.

The full picture, including board meetings, registers and event-based filings, is in the company compliance checklist. If you would rather hand the whole cycle over, company annual compliance is the managed version of this article.

The filings are routine; the penalties for forgetting them are not. Build the calendar with reminders and confirm current forms and dates, which change by notification.

Sources and currency

Applies to: Financial year 2025-26 filings, AGM season 2026. India — Companies Act, 2013.

Sources checked against primary instruments on 2026-08-19. MCA forms, fees, due dates and relief schemes change by notification; confirm the current position on the MCA portal before you file. Nothing here is a substitute for advice on your company's own facts.

• Companies Act, 2013 — consolidated bare Act (India Code): s.92, s.96, s.99, s.137, s.139, s.164, s.173, s.403
• MCA instruction kit — Form AOC-4 (fee rules, event date, 30-day limit)
• MCA instruction kit — Form MGT-7 (fee rules, event date, 60-day limit)
• MCA instruction kit — Form MGT-7A (abridged annual return for OPCs and small companies)
• MCA instruction kit — Form ADT-1 (auditor appointment)
• MCA instruction kit — Form DPT-3 (30 June due date)
• MCA FAQ — DIR-3 KYC (rule 12A, due date, ₹5,000 fee)
• MCA — annual filing forms on the MCA21 portal
• MCA General Circulars — including the Companies Compliance Facilitation Scheme, 2026