The Core Annual Filings

Form AOC-4 — Financial Statements

AOC-4 carries the company’s audited financial statements to the ROC, together with the board’s and auditor’s reports.

Item	Detail
What it contains	Balance Sheet, Statement of Profit & Loss, Cash Flow Statement (where applicable), Notes to Accounts, Director’s Report, Auditor’s Report
Due date	Within 30 days of the Annual General Meeting
OPC variation	Within 180 days from the close of the financial year (OPCs are not required to hold an AGM)

Variants you may need instead of, or in addition to, the standard form:

• AOC-4 CFS — where the company has one or more subsidiaries, associates, or joint ventures and must file consolidated financial statements.
• AOC-4 XBRL — required for listed companies and their Indian subsidiaries, companies with paid-up capital of ₹5 crore or more, companies with turnover of ₹100 crore or more, and companies that prepare accounts under Ind AS.
• AOC-4 NBFC (Ind AS) — for non-banking financial companies applying Ind AS.

Form MGT-7 / MGT-7A — Annual Return

The annual return is a structured snapshot of the company’s constitution and governance as at the close of the financial year.

Item	Detail
What it contains	Registered office and principal business activities, shareholding pattern and changes during the year, details of directors and key managerial personnel and changes therein, meetings held, remuneration, penalties or compounding of offences, and details of holding/subsidiary/associate companies
Due date	Within 60 days of the Annual General Meeting
MGT-7A	A simplified abridged form available to One Person Companies and Small Companies (paid-up capital up to ₹4 crore and turnover up to ₹40 crore). Same deadline, lighter content.

Certification note: Listed companies, and companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more, must have the annual return certified by a Practising Company Secretary in Form MGT-8. The annual return of a listed company must also be signed by a Company Secretary in practice.

The AGM Anchor

Almost every annual deadline runs from the Annual General Meeting, not from a fixed calendar date:

• The AGM must be held within six months of the financial year end — 30 September for a company with a 31 March year end.
• A first AGM after incorporation must be held within nine months of the close of the first financial year.
• The gap between two AGMs cannot exceed 15 months.
• If the AGM is held early, the filing deadlines move forward with it. An AGM on 12 August means AOC-4 is due 11 September and MGT-7 is due 11 October — not the end of October and November.

An extension of up to three months for holding the AGM can be sought from the ROC in Form GNL-1, with reasons. Extensions are not available for a first AGM.

Filings That Sit Alongside the Annual Return

Companies frequently file AOC-4 and MGT-7 correctly and then get caught out by the surrounding obligations. The following are part of a complete annual compliance cycle:

Form	Purpose	Timeline
ADT-1	Intimation of auditor appointment or reappointment	Within 15 days of the AGM
DIR-3 KYC / DIR-3 KYC Web	Annual KYC of every person holding a DIN	By 30 September each year
DPT-3	Return of deposits and of money received that is not treated as a deposit (including director and shareholder loans)	By 30 June, for the year ended 31 March
MSME-1	Half-yearly return of outstanding dues to micro and small enterprises beyond 45 days	By 31 October and 30 April
PAS-6	Reconciliation of share capital audit report — unlisted public companies	Half-yearly, within 60 days of each half-year end
BEN-2	Return of significant beneficial owners	Within 30 days of receipt of Form BEN-1
MGT-14	Filing of specified board and shareholder resolutions	Within 30 days of passing
CRA-2 / CRA-4	Cost auditor appointment and cost audit report, where cost audit applies	As prescribed

For companies with foreign shareholding, ROC compliance also runs in parallel with FEMA reporting — FC-GPR on allotment of shares to non-residents, FC-TRS on transfers, and the annual FLA return to the RBI by 15 July. These are separate obligations and are not discharged by ROC filings.

Documentation Checklist

Assembling the following in advance is what turns a stressful September into a routine one:

Financial and audit documents

• Audited Balance Sheet and Statement of Profit & Loss with notes
• Cash flow statement (not required for OPCs, small companies, and dormant companies)
• Auditor’s Report, including the annexure on internal financial controls where applicable
• Consolidated financial statements, if the company has subsidiaries or associates

Governance documents

• Board resolution approving the financial statements, Director’s Report, and the notice of AGM
• Director’s Report, with all statutory annexures — extract of annual return or web link, particulars of loans, guarantees and investments, related party contracts in Form AOC-2, conservation of energy and technology absorption, foreign exchange earnings and outgo, risk management statement, CSR report where applicable, and the Directors’ Responsibility Statement
• Notice, attendance sheet, and minutes of the AGM
• Minutes of board meetings held during the year
• Statutory registers — members, directors, charges, related party contracts

Data for the annual return

• Shareholding pattern at year end and a record of every transfer during the year
• Details of directors and KMP, with dates of appointment, resignation, and change in designation
• Details of holding, subsidiary, associate, and joint venture companies
• Particulars of charges created, modified, or satisfied
• Details of penalties, punishments, or compounding of offences, if any

Execution requirements

• Valid Digital Signature Certificates for the signing director and the certifying professional
• Active DINs for all directors (a DIN deactivated for DIR-3 KYC default will block the filing)
• Professional certification by a Chartered Accountant, Company Secretary, or Cost Accountant in practice, as required by the form

The Real Cost of Delay

Additional filing fees

For AOC-4 and MGT-7, the additional fee is ₹100 per day, per form, with no upper limit. A six-month delay on both forms costs roughly ₹36,000 in late fees alone, before any penalty is considered.

For most other forms, additional fees are charged as a multiple of the normal fee, escalating with the length of the delay — typically 2x up to 15 days, and rising to 12x beyond 180 days.

Statutory penalties

These are separate from, and in addition to, the additional fees:

• Annual return default (Section 92(5)): the company and every officer in default are liable to a penalty of ₹50,000, plus ₹100 per day of continuing default, subject to a maximum of ₹5 lakh.
• Financial statement default (Section 137(3)): the company is liable to ₹10,000 plus ₹100 per day of continuing default up to ₹2 lakh; the managing director, CFO, or other directors in charge are liable to ₹10,000 plus ₹100 per day up to ₹50,000.

Consequences that outlast the money

• Director disqualification (Section 164(2)): if a company fails to file financial statements or annual returns for three continuous financial years, every director of that company is disqualified for five years — and that disqualification follows the individual to every other board they sit on.
• Strike-off (Section 248): the ROC may remove the name of a company that has not carried on business or filed returns, after which the company ceases to exist as a legal entity and restoration requires an NCLT application.
• Commercial damage: delayed or defaulting filings are visible on the MCA public register. They surface immediately in investor due diligence, lender credit appraisal, tender qualification, and acquisition negotiations, and they are difficult to explain away.

The Annual Filing Process, Step by Step

1. Close the books and complete the audit. Finalise accounts, resolve auditor queries, and obtain the signed audit report.
2. Convene the board meeting. Approve the financial statements and Director’s Report, and authorise the AGM notice.
3. Issue the AGM notice. Twenty-one clear days’ notice, with the financial statements and reports circulated to members, unless shorter notice is validly consented to.
4. Hold the AGM and record minutes. Adopt the accounts, approve the auditor’s appointment or reappointment, and pass any other business.
5. File ADT-1 within 15 days of the AGM.
6. File AOC-4 within 30 days of the AGM, with all attachments and professional certification.
7. File MGT-7 or MGT-7A within 60 days of the AGM, with MGT-8 certification where required.
8. Track each SRN on the MCA portal until the form status shows approved, and respond promptly to any resubmission request.
9. Update statutory registers and archive the filed forms, challans, and attachments in the company’s records.

Note that MCA forms have been progressively migrated to the V3 portal, which uses web-based forms and a different filing and pre-scrutiny workflow from the legacy V2 system. Companies filing for the first time in several years should expect the process to differ from what they remember.

A Note on LLPs

LLPs do not file AOC-4 or MGT-7. Their annual obligations are:

• Form 11 (Annual Return): within 60 days of the close of the financial year — by 30 May.
• Form 8 (Statement of Account & Solvency): within 30 days from the end of six months of the financial year — by 30 October.
• Audit is required only where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.
• Late filing attracts ₹100 per day per form, with no cap, and small LLPs face a lower additional-fee slab than larger ones.

How Delhi Legal Company Supports Your Annual Compliance

Annual ROC filing is less a single event than a twelve-month discipline. Our corporate compliance team manages the full cycle:

Compliance calendar and monitoring. We map every applicable filing to your company’s specific profile — company type, capital, turnover, shareholding, and sector — and track deadlines proactively rather than reactively.

Document preparation and drafting. We draft the Director’s Report with all statutory annexures, AOC-2 disclosures, board and general meeting notices, resolutions, and minutes, and maintain your statutory registers to the standard the Act requires.

Audit coordination. We work alongside your statutory auditors to keep the audit on a timeline that leaves room for a clean, unhurried filing rather than a last-week scramble.

Accurate filing and certification. We reconcile the data across AOC-4, MGT-7, ADT-1, and the underlying records so that figures and disclosures agree with each other — the most frequent cause of resubmission notices — and arrange professional certification where required.

Default remediation. Where filings are already overdue, we assess exposure, prepare the backlog in the correct sequence, advise on adjudication or compounding under Sections 441 and 454, and handle applications for restoration of struck-off companies and removal of director disqualification where the facts support it.

Foreign-owned and cross-border entities. For wholly-owned subsidiaries, joint ventures, and companies with FDI, we align ROC compliance with FEMA reporting, FC-GPR and FC-TRS filings, and the annual FLA return, so that nothing falls through the gap between two regulators.

Our office in Connaught Place, New Delhi gives us direct working proximity to the regulatory authorities, and our team handles filings for startups, established SMEs, listed group entities, and India subsidiaries of foreign parents.

Frequently Asked Questions on Annual ROC Filings

What is annual ROC filing?

Annual ROC filing is the mandatory yearly submission of a company’s financial statements (Form AOC-4) and annual return (Form MGT-7 or MGT-7A) to the Registrar of Companies under the Companies Act, 2013. Every company registered in India must file, whether or not it did any business during the year.

What is the due date for ROC filing?

Form AOC-4 is due within 30 days of the Annual General Meeting and Form MGT-7 within 60 days of the AGM. For a company with a 31 March financial year end that holds its AGM on the last permitted day of 30 September, this works out to approximately 30 October for AOC-4 and 29 November for MGT-7. If the AGM is held earlier, both deadlines move forward accordingly.

Is ROC filing mandatory for a company with no business activity?

Yes. A company with zero revenue, no employees, and no bank transactions must still get its accounts audited and file AOC-4 and MGT-7. There is no exemption for dormant or non-operational companies, and the ₹100 per day late fee applies to them exactly as it does to trading companies.

What is the penalty for late ROC filing?

Late filing of AOC-4 or MGT-7 attracts an additional fee of ₹100 per day per form with no upper limit. Statutory penalties apply on top: up to ₹5 lakh for annual return default under Section 92(5), and up to ₹2 lakh for the company plus ₹50,000 for officers in default under Section 137(3).

What is the difference between AOC-4 and MGT-7?

AOC-4 files the company’s audited financial statements — balance sheet, profit and loss account, director’s report, and auditor’s report. MGT-7 files the annual return, which covers shareholding, directors, meetings, and governance details. They are separate forms with separate deadlines, and both are compulsory.

What is the difference between MGT-7 and MGT-7A?

MGT-7A is an abridged annual return available to One Person Companies and Small Companies — those with paid-up capital up to ₹4 crore and turnover up to ₹40 crore. It asks for less information than MGT-7, but the due date and the late-fee structure are identical.

Does an OPC need to file annual ROC returns?

Yes. A One Person Company is exempt from holding an AGM but is not exempt from filing. It must file AOC-4 within 180 days from the close of the financial year and MGT-7A within 60 days from the deemed date of the AGM.

What documents are required for annual ROC filing?

The core set is the audited financial statements, auditor’s report, director’s report with statutory annexures, board and AGM minutes and resolutions, shareholding and director details for the annual return, and valid Digital Signature Certificates for the signing director and certifying professional.

Can ROC annual filing be done after the due date?

Yes, late filing is permitted and is always better than continued default. The forms can be filed at any time on payment of the additional fee of ₹100 per day. Penalties under Sections 92 and 137 may still be adjudicated separately, and prolonged default carries consequences that late payment does not cure.

What happens if a company does not file ROC returns for three years?

Under Section 164(2), every director of a company that fails to file financial statements or annual returns for three continuous financial years is disqualified for five years, and that disqualification extends to every other company board they sit on. The ROC may also strike the company off the register under Section 248.

Is a Company Secretary or Chartered Accountant certification required?

Yes, most ROC forms require certification by a practising Chartered Accountant, Company Secretary, or Cost Accountant. In addition, listed companies and companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more must have the annual return certified in Form MGT-8 by a Practising Company Secretary.

What is the cost of annual ROC filing in India?

Total cost comprises MCA government fees (which are slab-based on authorised share capital), statutory audit fees, and professional fees for preparation, certification, and filing. For a small private limited company the combined outlay is usually modest — and materially lower than the uncapped ₹100 per day penalty that follows a missed deadline.

Do LLPs file AOC-4 and MGT-7?

No. LLPs file Form 11 (annual return) by 30 May and Form 8 (statement of account and solvency) by 30 October. LLP audit is required only where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.

What is XBRL filing and which companies must do it?

XBRL is a structured data format for financial statements, filed in Form AOC-4 XBRL. It applies to listed companies and their Indian subsidiaries, companies with paid-up capital of ₹5 crore or more, companies with turnover of ₹100 crore or more, and companies preparing accounts under Ind AS.

Do foreign-owned Indian companies have extra filings?

Yes. In addition to ROC filings, companies with foreign shareholding must report to the RBI under FEMA — Form FC-GPR on allotment of shares to non-residents, Form FC-TRS on transfers, and the annual FLA return by 15 July. These are separate obligations and are not satisfied by filing AOC-4 and MGT-7.

How can I check my company’s ROC filing status?

Use the “View Company/LLP Master Data” service on the MCA portal with your CIN. The record shows your company’s status and last filed dates. Each submitted form also generates an SRN that can be tracked until the form is approved.

In Summary

Annual ROC filings are the backbone of a company’s legal existence in India. The deadlines are fixed, the penalties are formula-driven and uncapped, and the consequences of a three-year lapse — director disqualification and strike-off — are not easily undone. Handled properly, the whole cycle is predictable and inexpensive. Handled late, it becomes one of the more costly avoidable problems a business can create for itself.

Book a consultation with Delhi Legal Company  info@delhilegalcompany.com | +91-9599332456 4th Floor, E Block, Harsha Bhawan, 13/29, Connaught Place, New Delhi – 110001

Pankaj Sharma

Delhi Legal Company, Business Development Manager 

+91 9599332456
4th floor, E Block, 
Innov8 Workspaces India Limited, Harsha Bhawan, 13/29, Connaught Place, 
New Delhi, Delhi 110001
https://delhilegalcompany.com/

From: Pankaj Sharma <info@delhilegalcompany.in>
Date: Sunday, 26 July 2026 at 7:45 PM
To: Pankaj Sharma <info@delhilegalcompany.com>
Subject: <no subject>

Annual ROC Filings in India: Documentation and Legal Support

Delhi Legal Company | Connaught Place, New Delhi

What Annual ROC Filing Actually Is

Every company and LLP registered in India has a permanent, recurring obligation to file certain documents with the Registrar of Companies (ROC) each financial year — its audited financials, its annual return, and a set of event-based and declaratory forms. This is not optional, it does not depend on whether the entity did any business, and the penalties for missing it are among the few in Indian corporate law that accrue per day, per form, with no upper limit.

The critical point that gets lost in most explanations: incorporation is a one-time event; ROC compliance is the relationship. The Certificate of Incorporation that a filing agent hands over is the beginning of an annual calendar, not the end of a project. The most expensive situations we are asked to fix are not botched incorporations — they are companies that were incorporated cleanly, then filed nothing for two or three years, and returned to a liability well into six figures on an entity that never issued an invoice.

Annual filing sits across three layers, and a complete compliance calendar covers all three:

• MCA / ROC filings under the Companies Act, 2013 — AOC-4, MGT-7, and the supporting forms
• Income tax filings — the return, tax audit where applicable, advance tax
• Event-based filings — triggered by things that happen during the year: a change of director, a new charge, an allotment of shares, foreign investment reporting

This guide covers the ROC layer in detail, and how it interlocks with the other two.

Who Has to File — and What Changes by Entity Type

The obligation applies to every registered entity, but the specific forms differ. This is where generic checklists mislead, because a Private Limited Company, an OPC and an LLP file genuinely different things.

Entity	Financial statements	Annual return	Notes
Private Limited Company	AOC-4	MGT-7	Full annual return; small companies may use MGT-7A
Public Limited Company	AOC-4	MGT-7	Full MGT-7; secretarial audit and more, above thresholds
One Person Company	AOC-4	MGT-7A	Abridged return; no AGM, so AOC-4 deadline runs from year-end
Small company	AOC-4	MGT-7A	Abridged return available
LLP	Form 8	Form 11	Entirely different forms and deadlines from a company
Foreign company / Branch / Liaison / Project Office	Form FC-3	Form FC-4	Plus the Annual Activity Certificate to the AD bank

A small company is currently one with paid-up capital not exceeding ₹4 crore and turnover not exceeding ₹40 crore — thresholds that have been revised upward over time, which is one reason to confirm current status rather than rely on an old figure. Small companies and OPCs get the abridged MGT-7A and lighter board-meeting requirements.

The Company Compliance Calendar — Deadlines That Bind

For a private or public limited company, the annual cycle runs on fixed statutory deadlines. Missing any of them starts the penalty clock.

The core annual filings

Filing	Form	Deadline	Governs
Annual General Meeting	—	Within 6 months of financial year end (30 September for a March year); first AGM within 9 months	The meeting at which accounts are adopted
Financial statements	AOC-4	Within 30 days of the AGM	Balance sheet, P&L, board’s report, auditor’s report
Annual return	MGT-7 / MGT-7A	Within 60 days of the AGM	Shareholding, directors, changes during the year
Income tax return	ITR-6	31 October (audit case)	Corporate tax
Director KYC	DIR-3 KYC	30 September, for every director with a DIN	Director identity verification
Return of deposits	DPT-3	30 June	Outstanding money that is not a deposit

The board and meeting obligations that sit underneath

The filings above are the visible output. Underneath them sits a year of statutory process that has to actually happen, because AOC-4 and MGT-7 attest that it did:

• First board meeting within 30 days of incorporation
• Minimum four board meetings each financial year, with a maximum gap of 120 days between any two (an OPC, small company or dormant company: one in each half-year, 90-day gap)
• Appointment of the first auditor within 30 days of incorporation, in Form ADT-1
• Board’s Report with the directors’ responsibility statement and disclosures under Section 134
• Statutory registers maintained throughout — members, directors, charges, share transfers, contracts, loans and investments
• Disclosure of interest by directors in Form MBP-1 at the first board meeting of each year

The LLP calendar is different — and people miss it

An LLP does not file AOC-4 or MGT-7 and has no AGM. It files:

Filing	Form	Deadline
Annual Return	Form 11	30 May
Statement of Account and Solvency	Form 8	30 October
Income tax return	ITR-5	31 July, or 31 October if audited

The single most important thing to understand about LLP filing: Form 8 and Form 11 carry a penalty of ₹100 per day, per form, with no cap. A company’s penalties, while significant, sit within a structure. An LLP’s do not — three years of non-filing accumulates over ₹2 lakh across the two forms.

Event-Based Filings — The Ones That Are Not on a Calendar

Annual filings are predictable. Event-based filings are triggered by something happening, carry their own short deadlines, and are the ones most often missed because nobody is watching a date for them.

Event	Form	Deadline
Change in directors (appointment, resignation, change in particulars)	DIR-12	30 days
Creation, modification or satisfaction of a charge	CHG-1 / CHG-4	30 days
Allotment of shares	PAS-3	30 days
Change of registered office within a city	INC-22	30 days
Change of registered office between states	INC-23, INC-28	As ordered
Increase in authorised capital	SH-7	30 days
Special resolutions and certain board resolutions	MGT-14	30 days
Change of company name	INC-24	On approval
Commencement of business declaration	INC-20A	Within 180 days of incorporation
Removal or resignation of auditor	ADT-3	30 days

Where foreign shareholding exists, a parallel set of FEMA event filings applies — FC-GPR within 30 days of allotment, FC-TRS within 60 days of a transfer, Form DI for downstream investment, and the annual FLA return by 15 July. These sit outside the ROC system but on the same compliance calendar, and are covered in detail on our foreign shareholding and wholly-owned subsidiary pages.

Documentation Required for Annual Filing

This is the practical core of the engagement. Annual filing is a documentation exercise before it is a filing exercise, and the quality of the source documents determines whether the filing is clean or comes back for correction.

For AOC-4 — the financial statements filing

• Audited balance sheet as at the financial year end
• Audited statement of profit and loss for the year
• Cash flow statement (not required for OPCs and small companies)
• Auditor’s report, signed by the statutory auditor
• Board’s Report, with all Section 134 disclosures and annexures
• Directors’ responsibility statement
• Notice of the AGM and the board resolution adopting the accounts
• Statement of subsidiaries / associates in Form AOC-1, where applicable
• Secretarial audit report in Form MR-3, where applicable
• Corporate social responsibility report, where Section 135 applies
• Details of related-party transactions under Section 188
• Digital Signature Certificates of a director and, where applicable, the company secretary
• Certification by a practising professional (CA / CS / CMA) where required

For MGT-7 / MGT-7A — the annual return

• Register of members and shareholding pattern as at year-end
• Details of shares and debentures — authorised, issued, subscribed, paid-up
• List of directors and KMP, and any changes during the year
• Details of board and committee meetings held and attendance
• Details of members and debenture-holders, and transfers during the year
• Indebtedness of the company
• Penalties, punishments and compounding during the year, if any
• Certification in Form MGT-8 by a practising Company Secretary, for companies above the prescribed thresholds

For an LLP — Form 8 and Form 11

• Statement of solvency — a declaration by designated partners that the LLP can meet its liabilities
• Statement of accounts — the LLP’s financial position
• Details of contribution received and outstanding
• Details of partners and designated partners, and any changes
• Disclosure of turnover and whether audit thresholds were crossed
• DSCs of designated partners

Supporting records that underpin all of it

Behind the filing forms sit the records that make them defensible in an inspection: minutes of board meetings and the AGM, the statutory registers, bank statements and the reconciliation to the accounts, the fixed asset register, GST and TDS returns for the year, and the prior year’s filings for continuity. A filing prepared without these is a filing waiting to be questioned.

The Penalty Structure — Why This Cannot Be Left

This is the section that turns “we’ll get to it” into “we should have done it”. The penalties for late ROC filing are deliberately severe, and they compound.

For companies

Late filing of AOC-4 and MGT-7 attracts ₹100 per day, per form, with no maximum, running from the due date until the date of filing. There is no ceiling — a single form filed a year late is ₹36,500, and the two together over three years run past ₹200,000.

Beyond the money, prolonged default carries structural consequences:

• Director disqualification. A director of a company that fails to file financial statements or annual returns for three consecutive financial years is disqualified under Section 164(2), cannot be reappointed to that company, and is barred from appointment in any company for five years. This is the consequence that ends careers, and it attaches to the individual, not just the company.
• Company struck off. The ROC can strike a persistently non-compliant company off the register under Section 248, after which it legally ceases to exist and its bank accounts are frozen.
• Additional fees escalate with the length of delay, on a slab basis, on top of the daily penalty for the annual returns.

For LLPs

₹100 per day, per form, no cap for Form 8 and Form 11 — the same daily rate as a company but without the structural framework, which in practice makes accumulated LLP penalties the ones that most often shock a client at closure.

The dormant-entity trap

The point that catches the most people: a company or LLP that has done no business still has to file everything. Zero revenue does not mean zero filing. AOC-4, MGT-7, the income tax return and — for a company — the statutory audit all apply to a dormant entity exactly as to a trading one. Founders who incorporate, pause the plan, and go quiet for two years return to a compounded liability on a shell that earned nothing.

If an entity genuinely will not trade for a while, there are proper routes — dormant status under Section 455, or striking off under Section 248 for a company or Form 24 for an LLP. Each is a fraction of the cost of accumulated penalties. Silence is the single most expensive option available.

How the Annual Cycle Runs — Step by Step

A well-run annual compliance engagement is a sequence, and starting it in September for a September deadline is how things get missed. Our cycle for a March year-end runs roughly:

Step 1 — Books finalisation (April–June) Bookkeeping brought current, ledgers reconciled, bank statements tied out, and the trial balance prepared. Where we do the bookkeeping through the year, this step is already substantially done.

Step 2 — Statutory audit (June–August) The financial statements are audited by the practising Chartered Accountant. Audit is mandatory for every company from year one irrespective of turnover, and for an LLP once turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.

Step 3 — Board meeting to approve accounts (before the AGM) The board adopts the audited accounts and the Board’s Report, and calls the AGM.

Step 4 — Annual General Meeting (by 30 September) Members adopt the accounts, appoint or ratify the auditor, and transact the year’s ordinary business. An OPC is exempt from holding an AGM.

Step 5 — AOC-4 filing (within 30 days of the AGM) The financial statements, Board’s Report and auditor’s report are filed. For an OPC, the deadline runs from year-end, not an AGM.

Step 6 — MGT-7 / MGT-7A filing (within 60 days of the AGM) The annual return is filed, with MGT-8 certification where the thresholds require it.

Step 7 — Income tax return (by 31 October) The corporate return, following the audited accounts, with the tax audit report where applicable.

Step 8 — Event and periodic forms, as they arise DIR-3 KYC by 30 September, DPT-3 by 30 June, and any event-based forms triggered during the year filed within their own 30- or 60-day windows.

For an LLP the sequence differs — Form 11 by 30 May comes before the accounts are even finalised for Form 8 by 30 October, which catches out those who assume both are year-end filings.

Six Mistakes We See Repeatedly

1. Assuming a dormant company has nothing to file. It has all of it — AOC-4, MGT-7, the tax return and the audit — and the penalties compound whether or not a rupee moved.
2. Missing event-based forms. A director resigns, and DIR-12 is not filed within 30 days. A charge is created, and CHG-1 slips. These have no calendar reminder, so they are missed more often than the annual filings.
3. Treating the LLP calendar like a company’s. Form 11 is due 30 May, Form 8 is due 30 October, and the ₹100-per-day-no-cap penalty is unforgiving. Founders who file “at year-end” have already missed Form 11.
4. Letting three years pass. Three consecutive years of non-filing disqualifies every director for five years across all companies under Section 164(2). This is not a fine — it is a career consequence.
5. Filing without the underlying records. Minutes, registers and reconciliations are what make a filing defensible. A form filed without them is a form waiting to be questioned in an inspection.
6. Starting late. The audit has to precede AOC-4, which has to follow the AGM. Beginning the cycle weeks before the deadline compresses the audit and invites error.

How Delhi Legal Company Supports Annual Filing

We run the whole calendar, not a single form. The common failure is fragmentation — a bookkeeper who stops at the trial balance, a CA who does the tax return, and nobody owning the MCA deadlines or the event-based forms. We hold the entire calendar, ROC, tax and event-based, so nothing falls between providers.

We keep the books through the year, so filing season is not a scramble. Annual filing is only painful when the books are a year behind. Where we do the monthly bookkeeping, GST and TDS, the year-end audit and filings are a continuation, not an excavation.

We track the event-based forms. Every board change, charge, allotment and resolution generates a filing with its own deadline. We watch those deadlines, because they are the ones without a calendar.

We tell you when to go dormant or strike off. If an entity is not trading, we say so and take the cheaper route, rather than filing nil returns indefinitely or, worse, letting the penalties compound.

We handle the professional certifications in-house. MGT-8, MR-3, and the CA/CS/CMA certifications that many forms require are done by our practising professionals, not outsourced and marked up.

Delhi-based, working nationally. Connaught Place, central New Delhi, serving companies and LLPs across India and foreign-owned entities across time zones.

Related Services

• Private Limited Company Registration — incorporation, before the compliance calendar begins
• Public Limited Company Registration — with the heavier governance and filing regime
• One Person Company Registration — abridged filings and AGM exemption
• LLP Registration — Form 8 and Form 11, and the no-cap penalty
• Indian Private Limited Company with Foreign Shareholding — the parallel FEMA filings: FC-GPR, FC-TRS, FLA
• Wholly-Owned Subsidiary for Foreign Companies — annual filing for foreign-owned entities
• Branch, Liaison and Project Offices — Form FC-3, FC-4 and the Annual Activity Certificate
• Company Conversion Services — clearing pending filings before conversion or strike-off
• Registered Office Address in Delhi — the address to which ROC correspondence is sent
• GST Registration — the GST and TDS returns that feed the annual accounts

Start With a Conversation, Not a Quote

Tell us your entity type, its financial year end, and when it last filed. In thirty minutes we will tell you what is due, what is overdue, what the accumulated position looks like if anything has slipped, and — if the entity is dormant — whether you should be filing nil returns or taking it off the register. If filings are pending, we will tell you the honest cost of regularising before it grows further.

No charge, and no obligation to proceed.

[Book a Free Consultation] [WhatsApp Us] [Call +91 95993 32456]

4th Floor, E Block, Innov8 Workspaces, Harsha Bhawan, 13/29, Connaught Place, New Delhi – 110001 info@delhilegalcompany.com

Frequently Asked Questions

1. What are annual ROC filings? Annual ROC filings are the documents every company and LLP must submit to the Registrar of Companies each financial year — principally the audited financial statements and the annual return, along with supporting and event-based forms. For a company these are AOC-4 and MGT-7 or MGT-7A; for an LLP they are Form 8 and Form 11; for a foreign company’s office they are Form FC-3 and FC-4. The obligation is mandatory and applies whether or not the entity did any business.
2. What is the difference between AOC-4 and MGT-7? AOC-4 files the company’s financial statements — the balance sheet, profit and loss account, board’s report and auditor’s report. MGT-7 files the annual return — the shareholding pattern, list of directors, details of meetings, and changes during the year. They are separate filings with separate deadlines: AOC-4 within 30 days of the AGM, MGT-7 within 60 days. Small companies and OPCs file the abridged MGT-7A instead of MGT-7.
3. What are the due dates for annual ROC filing? For a company with a March financial year: the AGM by 30 September, AOC-4 within 30 days of the AGM (so by around 29 October), MGT-7 within 60 days (by around 28 November), DIR-3 KYC by 30 September, and DPT-3 by 30 June. For an LLP: Form 11 by 30 May and Form 8 by 30 October. The income tax return for an audit case is due by 31 October.
4. What happens if I miss the ROC filing deadline? Late filing of AOC-4 or MGT-7 attracts a penalty of ₹100 per day, per form, with no maximum, running until the filing date. For an LLP, Form 8 and Form 11 carry the same ₹100 per day per form with no cap. Beyond the money, three consecutive years of non-filing disqualifies every director for five years across all companies under Section 164(2), and the ROC can strike the entity off the register.
5. Do I have to file if my company did no business this year? Yes, all of it. A dormant or non-operating company must still file AOC-4, MGT-7, its income tax return and undergo statutory audit, exactly as a trading company. Zero revenue does not reduce the filing obligation. If you do not intend to trade for a while, dormant status under Section 455 or striking off under Section 248 is far cheaper than filing nil returns indefinitely — and far cheaper than letting penalties accumulate.
6. Is a statutory audit mandatory for annual filing? For a company, yes — from year one, irrespective of turnover, and irrespective of whether the company traded. The audited accounts are a prerequisite for AOC-4. For an LLP, statutory audit is required only where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh in the financial year, which is one of the compliance advantages of the LLP structure.
7. What documents are needed for annual ROC filing? For AOC-4: the audited balance sheet, profit and loss account, cash flow statement (except OPCs and small companies), auditor’s report, board’s report with Section 134 disclosures, AGM notice and the board resolution adopting the accounts. For MGT-7: the register of members, shareholding pattern, list of directors and KMP, details of meetings and attendance, and MGT-8 certification where thresholds apply. Behind both sit the minutes, statutory registers and reconciliations that make the filing defensible.
8. What is the penalty for late LLP filing? ₹100 per day, per form, with no maximum cap, for both Form 8 and Form 11. This is the single most important point about LLP compliance — unlike a company’s penalties, there is no ceiling, so an LLP that files nothing for three years accumulates over ₹2 lakh across the two forms, on an entity that may never have traded. If the LLP is not operating, strike it off under Form 24 rather than leaving it dormant.
9. What is DIR-3 KYC and who has to file it? DIR-3 KYC is the annual verification of a director’s identity, filed by 30 September for every individual holding a Director Identification Number, whether or not they are currently a director of any company. Missing it deactivates the DIN, which prevents the person from filing any company forms, and reactivation attracts a fee. It applies to designated partners of an LLP holding a DPIN as well.
10. What are event-based ROC filings?  Filings triggered by something happening during the year rather than by a fixed calendar date — a change of director (DIR-12), creation or satisfaction of a charge (CHG-1 / CHG-4), allotment of shares (PAS-3), increase in authorised capital (SH-7), a special resolution (MGT-14), or a change of registered office (INC-22). Each carries its own deadline, usually 30 days, and because there is no annual reminder for them, they are the filings most often missed.
11. Can a director be disqualified for non-filing? Yes. Under Section 164(2), a director of a company that fails to file its financial statements or annual returns for three consecutive financial years is disqualified, cannot be reappointed to that company, and is barred from appointment or reappointment in any company for five years. The disqualification attaches to the individual across all their directorships, which makes prolonged non-filing a personal risk, not just a corporate one.
12. What is the difference between company and LLP annual filing?A company files AOC-4 and MGT-7 or MGT-7A, holds an AGM, and must have its accounts audited from year one. An LLP files Form 8 and Form 11, has no AGM, and requires audit only above the turnover or contribution thresholds. The deadlines differ too — an LLP’s Form 11 falls on 30 May, before the company cycle even begins. The two are genuinely different regimes, which is why a generic checklist tends to mislead.
13. Do foreign companies with a branch or liaison office file with the ROC?Yes. A foreign company operating through a branch, liaison or project office must register under Section 380 and file annual accounts in Form FC-3 and an annual return in Form FC-4 with the ROC, in addition to the Annual Activity Certificate submitted to its AD bank. These are separate obligations from the RBI reporting and are commonly overlooked because the RBI approval feels like the end of the setup.
14. What FEMA filings accompany annual ROC filing for a company with foreign investment?A company with foreign shareholding files, alongside its ROC filings, the annual FLA return to the RBI by 15 July, and Form 3CEB for transfer pricing with its income tax return. Event-based FEMA filings — FC-GPR within 30 days of allotment, FC-TRS within 60 days of a transfer — also apply. These sit outside the ROC system but on the same calendar, and are detailed on our foreign shareholding page.
15. What does annual ROC compliance cost?For a small private company, typically ₹15,000 to ₹40,000 per year covering audit, ROC filings and the tax return, rising with transaction volume, GST, payroll and any secretarial-audit or committee thresholds. For an LLP without audit, typically ₹8,000 to ₹20,000. A public company runs materially higher. The cost is unavoidable and applies whether or not the entity trades, so it belongs in the decision on structure, not as a year-end surprise.
16. My company has not filed for two years — what do I do?Regularise before it grows. The overdue AOC-4, MGT-7 and tax returns can be filed with the accumulated additional fees and daily penalties, and the position stabilised before the third year triggers director disqualification. We will tell you the honest total to bring it current, and whether — if the entity is not needed — striking it off is the better route than paying to regularise something you intend to close.
17. What is DPT-3 and who files it?DPT-3 is an annual return of deposits and of money received by a company that is not treated as a deposit — for example, loans from directors, advances from customers, or inter-corporate loans. It is filed by 30 June each year for the position as at 31 March. Almost every company has something to report in it, and it is one of the annual forms most often forgotten because it does not follow from the accounts in the way AOC-4 does.
18. Can I file the ROC returns myself?The MCA portal is open to filers, but the forms require professional certification for most companies — AOC-4 and MGT-7 need certification by a practising CA, CS or CMA, and MGT-8 requires a Company Secretary above the thresholds. More to the point, the value is not in submitting the form but in the audited accounts, the maintained registers and the reconciliations behind it. A form filed without those is the one that surfaces in an inspection.
19. What happens after a company is struck off for non-filing?Once struck off under Section 248, the company legally ceases to exist, its name is removed from the register, and its bank accounts are frozen. Directors of a company struck off for non-compliance may also face disqualification. Restoration is possible only by application to the National Company Law Tribunal, which is slow and costly. It is far cheaper to keep filing, or to strike off voluntarily and cleanly, than to be struck off involuntarily.
20. How far ahead should annual filing start?For a March year-end, the books should be finalised through April to June, the audit conducted June to August, the AGM held by 30 September, and the filings made in October and November. Beginning the cycle weeks before the AOC-4 deadline compresses the audit and invites error. Where the bookkeeping is kept current through the year, the year-end process is a continuation rather than a scramble — which is the main argument for outsourcing the monthly compliance alongside the annual.