Every Form, Deadline & Penalty Your Company Must Know
Every company registered in India carries an invisible annual heartbeat. Once a year, like clockwork, the Registrar of Companies (ROC) expects a precise set of forms confirming who owns the company, how it performed, and that its house is in order. Miss that beat — even by a single day — and the penalties start ticking at ₹100 per day, per form, with no upper cap. There is no “small delay” in ROC land; there is only on time, or expensive.
The frustrating part for most founders isn’t the difficulty — it’s the forgetting. ROC filings aren’t hard; they’re just easy to overlook until a deadline has quietly passed and a director’s DIN gets deactivated or a penalty has compounded into lakhs. The companies that stay clean aren’t smarter; they simply treat compliance as a calendar, not a crisis.
This guide is that calendar. We’ll walk through every annual ROC form — AOC-4, MGT-7, DIR-3 KYC, DPT-3, MSME-1, ADT-1 and more — what each one does, exactly when it’s due, what it costs to get wrong, and the MCA V3 quirks that catch companies out in 2026. By the end, you’ll have a checklist you can run on autopilot.
1. What ROC Filing Actually Is
ROC filing is simply how your company reports its legal and financial status to the government each year, through the Ministry of Corporate Affairs (MCA) portal. It’s mandatory for every registered company — Private Limited, One Person Company, Public, Section 8, even dormant ones — under the Companies Act, 2013, regardless of whether you did any business that year. A company with zero revenue and zero transactions still has the full filing obligation; “we didn’t trade” is not an exemption.
It helps to split annual compliance into three buckets, because this is how professionals actually track it:
- Annual compliance: the once-a-year filings every company makes — financial statements (AOC-4), the annual return (MGT-7), and auditor-related forms. These are tied to your Annual General Meeting.
- Event-based compliance: filings triggered by something happening — a change of directors, a new share allotment, a change of registered office, creation of a charge. These have their own short deadlines (often 15–30 days from the event) and are easy to miss because they don’t sit on the annual calendar.
- Conditional compliance: filings you make only if a condition applies — DPT-3 if you have loans, MSME-1 if you owe MSME vendors, BEN-2 for significant beneficial owners.
Think of the whole thing as your company’s annual health check filed with the state. Two filings sit at its heart: AOC-4 (your financial statements — how the company performed) and MGT-7 (your annual return — who owns and runs it). Everything else supports or supplements these two.
Why it genuinely matters: beyond avoiding penalties, your ROC record is public — anyone can pull your filing status from the MCA portal. Investors, banks, acquirers, and potential partners routinely check it before doing business with you. A clean, up-to-date filing history signals a serious, trustworthy, well-run company; a record full of overdue filings and “active non-compliant” status is an immediate red flag in any due diligence, and can quietly cost you a loan, a deal, or an investment.
2. The Core Annual Filings (Every Company)
These are the filings almost every company must make each year. Note that AOC-4 and MGT-7 deadlines are tied to your Annual General Meeting (AGM), which must be held within six months of the financial year-end (by 30 September for a March year-end).
| Form | What it reports | Due date |
|---|---|---|
| AOC-4 | Audited financial statements, Board’s Report, Auditor’s Report | Within 30 days of AGM |
| MGT-7 / 7A | Annual return: shareholders, directors, capital structure | Within 60 days of AGM |
| DIR-3 KYC | KYC of every director holding a DIN | 30 September |
| ADT-1 | Intimation of auditor appointment / reappointment | Within 15 days of AGM |
MGT-7A is the simplified annual return for One Person Companies and small companies. For a March year-end with the AGM held on 30 September, AOC-4 falls due around end-October and MGT-7 around end-November.
2026 MCA V3 change: the portal now requires a geotagged, timestamped photo of your registered office (with signage visible) attached to MGT-7/7A, and certain forms must be filed linked together (e.g. AOC-4 with MGT-7 or ADT-1). Don’t be caught off guard by these new requirements.
3. The Conditional Filings (If Applicable)
These apply only if your company meets certain conditions — but they catch people out precisely because they’re easy to assume don’t apply to you. Read each carefully:
| Form | When it applies | Due date |
|---|---|---|
| DPT-3 | Company has outstanding loans/deposits (including loans from directors) | 30 June |
| MSME-1 | Outstanding dues to MSME suppliers overdue beyond 45 days | 30 April & 31 October |
| BEN-2 | Declaration of Significant Beneficial Ownership | On occurrence / as required |
| MGT-14 | Filing of certain board/special resolutions | Within 30 days of resolution |
The DPT-3 trap: many founders lend money to their own company in the early days. That director’s loan is treated as an “exempted deposit” and must be disclosed in DPT-3 — even though it isn’t a public deposit. Founders unaware of this quietly rack up ₹500/day penalties. If your balance sheet shows any loan, check your DPT-3 obligation.
4. Board Meetings & the AGM
ROC filing isn’t only about forms — it’s also about holding the right meetings and minuting them properly, because those minutes feed your filings.
- First board meeting: within 30 days of incorporation.
- Four board meetings every calendar year, with no more than 120 days between two consecutive meetings.
- AGM: within six months of the financial year-end (by 30 September for a March year-end); the first AGM within nine months of the first financial year-end.
- 21 clear days’ notice must be given for an AGM.
Private company relief: the MCA offers certain relaxations to small companies and startups — simplified annual returns (MGT-7A) and lighter requirements in some areas — but the core filings still apply.
Event-based filings you can’t calendar in advance
Annual filings are predictable, but a whole category of filings is triggered by events — and these catch companies out precisely because they don’t appear on the yearly calendar. Whenever one of these happens, a short clock starts:
| Form | Triggered by | Deadline |
|---|---|---|
| DIR-12 | Appointment, resignation, or change of a director | Within 30 days |
| PAS-3 | Allotment of new shares | Within 30 days of allotment |
| INC-22 | Change of registered office address | Within 30 days |
| CHG-1 | Creation or modification of a charge (e.g. a loan secured on assets) | Within 30 days |
| SH-7 | Increase in authorised share capital | Within 30 days |
| MGT-14 | Certain board/special resolutions | Within 30 days |
The event-based blind spot: a founder issues shares to a new investor, or a director resigns, and everyone moves on — nobody files PAS-3 or DIR-12. Months later, the company’s MCA records don’t match reality, the late fees have accrued, and an investor’s diligence flags the gap. Treat every corporate event as a filing trigger, and check the deadline the same day it happens.
5. Due Dates at a Glance (FY 2025–26)
Here is the year mapped out, assuming a 31 March financial year-end and an AGM on 30 September 2026:
| Deadline | Filing | Applies to |
|---|---|---|
| 30 April 2026 | MSME-1 (Oct–Mar period) | If MSME dues overdue |
| 30 June 2026 | DPT-3 | If loans/deposits outstanding |
| 30 September 2026 | AGM + DIR-3 KYC | All companies / all directors |
| ~30 October 2026 | AOC-4 | All companies |
| ~29 November 2026 | MGT-7 / 7A | All companies |
| 31 October 2026 | MSME-1 (Apr–Sep period) | If MSME dues overdue |
AOC-4 and MGT-7 dates depend on your actual AGM date. The MCA occasionally extends deadlines by circular — always confirm current dates on the MCA portal before filing.
6. Penalties: What Getting It Wrong Costs
This is the part that turns a forgotten form into a financial wound. The penalties are designed to grow daily, so they punish delay harder the longer you wait.
- AOC-4 & MGT-7 late fee: ₹100 per day, per form — with no maximum cap. A few months’ delay on both forms easily runs into tens of thousands.
- MGT-7 default: can attract a flat penalty (often cited around ₹50,000) on the company and officers, plus daily fees if it continues.
- DIR-3 KYC: miss it and the director’s DIN is deactivated, plus a ₹5,000 reactivation fee — and a deactivated DIN means that person legally cannot act as director.
- DPT-3 non-filing: can attract significant penalties on the company and officers.
- MSME-1 delay: penalties on the company and daily fines on directors in default.
Beyond money: persistent non-compliance can lead to director disqualification, prosecution in serious cases, and the company’s name being struck off the MCA register. The reputational damage — failing a bank or investor’s due diligence — often costs more than the fine.
7. The Filing Process, Step by Step
All filings go through the MCA V3 portal. The typical flow:
- Finalise accounts & audit: get your financial statements audited by a Chartered Accountant.
- Hold the AGM: adopt the accounts and reappoint the auditor; minute everything.
- File ADT-1: within 15 days of AGM, if the auditor was appointed/reappointed.
- File AOC-4: attach signed financials, Board’s Report, Auditor’s Report; sign with director and auditor DSC; within 30 days of AGM.
- File MGT-7/7A: with shareholding, director, and meeting details, signed by a director and (where required) a Practising Company Secretary; within 60 days of AGM.
- File conditional forms: DPT-3, MSME-1, etc., as applicable.
- Complete DIR-3 KYC: for all directors by 30 September.
Pro tip: file at least two weeks before the deadline. The MCA portal sees heavy traffic and technical glitches in the final week, and a portal failure on the last day still counts as a missed deadline. A valid, registered DSC for every signatory is non-negotiable.
8. Your One-Page ROC Compliance Checklist
- ✓ Maintain statutory registers (members, directors, charges) and minute books.
- ✓ Hold at least 4 board meetings (max 120 days apart).
- ✓ Get accounts audited by a Chartered Accountant.
- ✓ Hold the AGM by 30 September (March year-end).
- ✓ File ADT-1 within 15 days of AGM.
- ✓ File AOC-4 within 30 days of AGM.
- ✓ File MGT-7 / 7A within 60 days of AGM.
- ✓ Complete DIR-3 KYC for all directors by 30 September.
- ✓ File DPT-3 by 30 June (if any loans/deposits).
- ✓ File MSME-1 by 30 April & 31 October (if MSME dues overdue).
- ✓ Keep DSCs valid and registered for all signatories.
Frequently Asked Questions (FAQ)
The questions companies and founders ask us most often about ROC filings:
1. What are the main annual ROC filings for a private limited company?
A. The two core filings are AOC-4 (audited financial statements, within 30 days of the AGM) and MGT-7/7A (annual return, within 60 days of the AGM). Alongside these, every director must complete DIR-3 KYC by 30 September, and ADT-1 is filed for auditor appointment. Conditional forms like DPT-3 and MSME-1 apply in specific cases.
2. What is the difference between AOC-4 and MGT-7?
A. AOC-4 reports your company’s finances — the audited balance sheet, profit & loss, and reports. MGT-7 (or MGT-7A for small companies/OPCs) is the annual return that captures your company’s structure: shareholders, directors, capital, and meetings. Both are mandatory; one shows performance, the other shows ownership and governance.
3. What happens if I miss the AOC-4 or MGT-7 deadline?
A. A late fee of ₹100 per day, per form applies — with no maximum cap — so the cost climbs the longer you wait. Continued default can bring larger penalties on the company and officers, director disqualification, and in serious cases the company being struck off the register.
4. Do I need to file ROC returns even if my company had no business?
A. Yes. ROC filing is mandatory for every registered company regardless of activity or turnover — even a dormant company with zero transactions must file its annual returns. “No business” is not an exemption from filing.
5. Is DIR-3 KYC required every year?
A. Under the 2026 rules, a full DIR-3 KYC is generally required once every three years for compliant directors, but the simpler DIR-3 KYC-Web confirmation is done annually by 30 September. Crucially, any change in a director’s mobile, email, or address must be updated within 30 days. Missing it deactivates the DIN.
6. What is DPT-3 and does it apply to a director’s loan?
A. DPT-3 is an annual return of deposits and outstanding loan-type liabilities, due by 30 June. Importantly, loans from directors — common in early-stage companies — are treated as “exempted deposits” and must still be disclosed in DPT-3. Many founders miss this and accumulate penalties.
7. When must a company hold its AGM?
A. Within six months of the financial year-end — so by 30 September for a 31 March year-end. A newly incorporated company must hold its first AGM within nine months of the end of its first financial year. AOC-4 and MGT-7 deadlines are calculated from the AGM date.
8. What is the new registered-office photo requirement?
A. Under the MCA V3 portal, companies must now attach a geotagged, timestamped photograph of the registered office — with the company’s signage visible — to the MGT-7/7A filing. It’s a new verification step many companies didn’t face in earlier years.
9. Can ROC due dates be extended?
A. The AGM can sometimes be extended by up to three months with a valid application to the ROC, but there is generally no routine extension for AOC-4 or MGT-7 themselves. Occasionally the MCA grants blanket extensions by circular — always verify on the MCA portal rather than assuming.
10. Do LLPs have ROC filings too?
A. Yes, but different forms. An LLP files Form 11 (annual return) within 60 days of the financial year-end, and Form 8 (statement of accounts and solvency) by 30 October. LLP compliance is lighter than a company’s, but the penalties for delay are strict and accumulate.
11. Do I need a Company Secretary to file ROC returns?
A. Not always for filing, but MGT-7 must be certified by a Practising Company Secretary in certain cases, and larger companies need MGT-8 certification (paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore). Most small companies use a CA or CS to prepare and file accurately.
Never Miss an ROC Deadline Again
Delhi Legal Company manages end-to-end ROC compliance — AOC-4, MGT-7, DIR-3 KYC, DPT-3, MSME-1, ADT-1, board-meeting and AGM support, and a tailored compliance calendar so every filing is on time, every year.
www.delhilegalcompany.com