01
Statutory under the Companies Act
Annual ROC filing is not optional. Every company - even a dormant or zero-revenue private limited - must file AOC-4 and MGT-7 with the ROC every year under Sections 92 and 137 of the Companies Act 2013.
Annual ROC filing · 2026
Annual ROC filing AOC-4, MGT-7 & the full MCA calendar.
Every Indian company - active or dormant - must file AOC-4 within 30 days of AGM and MGT-7 / MGT-7A within 60 days, plus ADT-1, DIR-3 KYC, DPT-3 and MSME-1 through the year. Regikart's CS-led desk runs the whole annual calendar from Rs 8,999.
Reviewed by CA & CS Team · Regikart
CS-reviewed filingsOn-time, every cycleFixed-fee annual retainer
Last updated
28 May 2026
Annual ROC at a glance
Companies Act 2013
AOC-4 within 30 days of AGM (audited financials).
MGT-7 / MGT-7A within 60 days of AGM (annual return).
ADT-1, DIR-3 KYC, DPT-3, MSME-1 through the year.
Rs 100/day per form penalty - no upper cap.
At a glance
30 days
AOC-4 - from date of AGM
60 days
MGT-7 / MGT-7A - from date of AGM
Rs 100
Per day per form - no upper cap
30 Sep
AGM deadline (six months from FY end)
Reference card
Annual ROC filing at a glance
| Governing law | Companies Act 2013 and rules made thereunder |
| Administered by | Ministry of Corporate Affairs (MCA) and Registrar of Companies (ROC) |
| Who must file | Every company registered in India - private limited, public limited, OPC, Section 8 and small companies |
| Core annual forms | AOC-4 (financial statements), MGT-7 / MGT-7A (annual return), ADT-1 (auditor appointment), DIR-3 KYC, DPT-3, MSME-1 |
| AGM deadline | Within 6 months of FY end (by 30 September) - first AGM within 9 months |
| AOC-4 deadline | Within 30 days of AGM date |
| MGT-7 / MGT-7A deadline | Within 60 days of AGM date |
| Late filing fee | Rs 100 per day per form with no upper cap (in addition to additional fees on the original government fee) |
Why it matters
Mandatory for every company, even dormant ones.
Annual ROC compliance is not optional. The penalty has no ceiling, and the downstream consequences - director disqualification and strike-off - hit the founders personally.
02
Penalty has no upper cap
Late filing attracts Rs 100 per day per form with no ceiling. A two-year delay on AOC-4 and MGT-7 alone exceeds Rs 1.4 lakh in late fees - more than most annual compliance retainers cost over the same period.
03
Directors and company can be disqualified
If a company fails to file for two consecutive years, every director on the board is automatically disqualified under Section 164(2) for the next 5 years - across all companies, not just the defaulting one.
04
Strike-off and credit risk
The ROC can strike off a non-filing company under Section 248. Banks, NBFCs and large customers verify MCA filing status before lending or onboarding - a 'compliant' tag on the MCA portal is part of due diligence today.
Who needs annual ROC filing
Every company on the MCA register - no exceptions.
Annual filings apply to every company registered under the Companies Act 2013, regardless of size, turnover or activity. Even a dormant company files NIL returns.
- Every private limited company registered in India - irrespective of turnover, profit or activity
- One Person Companies (OPC) - file MGT-7A instead of MGT-7 and have a simplified track
- Public limited and unlisted public companies - additional MGT-8 (PCS certificate) requirements
- Section 8 (not-for-profit) companies - same AOC-4 and MGT-7 obligations with charitable disclosures
- Small companies as defined under Section 2(85) - reduced annual return on MGT-7A
- Dormant and zero-revenue companies - still required to file, with NIL financials and confirmation
- Companies in their first year - first AGM due within 9 months, then 6 months thereafter
Important: Two consecutive years of non-filing triggers automatic director disqualification under Section 164(2) and exposes the company to strike-off under Section 248. Get back on the calendar before year two.
Annual ROC filing process
Six steps, one compliance partner.
From statutory audit hand-off to filing the last MGT-7 SRN - we run the entire annual cycle on a fixed calendar.
01
Apr - JulFinalise books and statutory audit
Close the books for the financial year. Get the statutory audit completed by your auditor. Lock the audited balance sheet, profit & loss, cash flow and notes to accounts in the prescribed Schedule III format.
02
By 30 AugBoard approves financials
Hold a board meeting where directors approve the audited financial statements, board's report and director's responsibility statement. Authorise the signing director and the company secretary or director to sign returns.
03
By 30 SepIssue AGM notice and conduct AGM
Issue a 21 clear-days notice of AGM to members. Conduct the AGM at the registered office or by VC, adopt the financial statements, declare dividend if any and re-appoint or appoint the auditor.
04
Within 15 days of AGMFile ADT-1 (auditor appointment)
If the auditor is being appointed or re-appointed at the AGM, file Form ADT-1 within 15 days of the AGM. This is the intimation to ROC of auditor appointment for the next term.
05
Within 30 days of AGMFile AOC-4 (financial statements)
File Form AOC-4 (or AOC-4 XBRL / AOC-4 CFS for consolidated) with audited financials, board's report and CSR / related party / segment disclosures. Penalty starts day 31 at Rs 100 per day.
06
Within 60 days of AGMFile MGT-7 / MGT-7A (annual return)
File MGT-7 (small companies and OPC file MGT-7A) with shareholding, directors, KMPs, indebtedness, meetings and shifting details. Listed and certain prescribed companies need a PCS certificate on MGT-8.
AGM coming up?
Lock the annual ROC calendar today.
We take the audit hand-off, draft the board's report, run the AGM paperwork and file ADT-1, AOC-4 and MGT-7 in a single tracked engagement.
Documents required
What you'll need for AOC-4 and MGT-7.
We send a customised checklist on engagement. This is the baseline list for a private limited company.
Financial documents
- Audited balance sheet and profit & loss in Schedule III format
- Cash flow statement (where applicable)
- Notes to accounts and significant accounting policies
- Statutory auditor's report and signed financial statements
- Director's responsibility statement and board's report
- CARO 2020 report (where applicable)
Secretarial documents
- AGM notice with explanatory statement
- Minutes of board meetings approving financials
- Minutes of the AGM where financials were adopted
- Attendance register of directors and members
- Resolutions for auditor appointment / re-appointment
- List of shareholders and shareholding pattern as on the closing date
MCA portal essentials
- Digital signature (DSC) of the signing director and CA / CS certifying
- DIN of all directors (must be active - DIR-3 KYC done)
- Company CIN, PAN and registered office address
- Email and mobile of the signatory for OTP verification
- SRN of previous year's filings for reference
- PCS or PCA certification where required (MGT-8, AOC-4 XBRL)
All annual ROC forms
The full MCA filing stack in one calendar.
Beyond AOC-4 and MGT-7, several other forms hit through the year. Missing any one drops your company's compliance score on the MCA portal.
| Form | What it covers | Due |
|---|---|---|
| AOC-4 / AOC-4 XBRL / AOC-4 CFS | Financial statements + board's report | Within 30 days of AGM |
| MGT-7 | Annual return - shareholders, directors, meetings, KMPs | Within 60 days of AGM |
| MGT-7A | Annual return - small companies and OPC (abridged) | Within 60 days of AGM |
| ADT-1 | Intimation of auditor appointment / re-appointment | Within 15 days of AGM |
| DIR-3 KYC / Web KYC | Annual KYC of every director with an active DIN | By 30 September each year |
| DPT-3 | Return of deposits and exempt deposits / outstanding loans | By 30 June each year |
| MSME-1 | Half-yearly return of payments due to MSME suppliers over 45 days | 30 Apr and 31 Oct |
| MGT-14 | Filing of board / special resolutions where applicable | Within 30 days of resolution |
Note: Listed companies and certain prescribed classes have additional disclosures including XBRL filing of AOC-4 and MGT-8 (PCS certificate) on the annual return.
Benefits of on-time ROC filing
More than ticking a box - it protects the company.
Annual ROC compliance keeps the company ‘Active - Compliant’ on MCA, protects directors from disqualification and shortens every future diligence.
Avoid the Rs 100/day per form penalty
On-time AOC-4 and MGT-7 alone protect against Rs 200 per day in additional fees. Over a year of delay that's Rs 73,000 - on a single company.
Directors stay qualified
Avoid Section 164(2) disqualification, which kicks in after two consecutive years of non-filing and bars the director from every company for 5 years.
Company stays 'Active'
MCA shows your company as 'ACTIVE - Compliant' on master data. Required for bank credit, NBFC borrowing, tender bids and large customer onboarding.
Clean cap table and statutory registers
MGT-7 forces a clean shareholding reconciliation each year - founder, ESOP and investor allotments are aligned with the registers and the balance sheet.
Investor and lender ready
Diligence by VCs, PEs and banks always pulls AOC-4 and MGT-7. Recent filings with consistent figures shorten diligence and reduce price chip-aways.
ESOP and round-ready
Annual return captures fully diluted cap table. Doing it right keeps you ready for the next ESOP grant or priced round without retro fixes.
Regikart annual ROC services
What we handle - end to end.
From audit hand-off to the last MGT-7 SRN, every annual touchpoint lives with our secretarial desk.
- AOC-4 and MGT-7 / MGT-7A preparation and filing on the MCA portal
- ADT-1 auditor appointment intimation within 15 days of AGM
- DIR-3 KYC for every director with an active DIN by 30 September
- DPT-3 deposit return and MSME-1 half-yearly returns
- Board's report drafting with Section 134 and CSR disclosures
- AGM notice, explanatory statement and minutes preparation
- Statutory registers - members, directors, charges, share transfers - kept up to date
- XBRL conversion for AOC-4 XBRL where applicable
- PCS / PCA certification on MGT-8, AOC-4 XBRL and other prescribed forms
- Notice handling for late filing, condonation and STK-1 / STK-5 strike-off defence
Common challenges
Five issues we fix on every engagement.
Each one is avoidable, each one is expensive, and each one shows up in MCA late-filing notices across industries.
01
Dormant or zero-revenue companies skip filing
Many founders assume a non-operational company need not file. The Act makes no such exception - NIL AOC-4 and MGT-7 are still mandatory. Skipping costs Rs 100/day per form and eventually triggers STK-1 strike-off notices.
02
Missing the AGM window
If the AGM itself is not held by 30 September, the entire downstream filing cycle becomes irregular. ROC can issue separate non-compliance notices for AGM default and for AOC-4 / MGT-7 default - both apply.
03
Inactive DIN of directors
If even one director has missed DIR-3 KYC, their DIN is deactivated. AOC-4 and MGT-7 cannot be signed with a deactivated DIN. Last-minute reactivation invites Rs 5,000 fee and delays the entire annual filing.
04
Auditor not reappointed properly
Forgetting ADT-1 within 15 days of AGM, or not following the 5-year auditor term, creates downstream issues with AOC-4 (which carries auditor SRN). We track auditor terms and pre-fill ADT-1 the day after AGM.
05
Wrong form type - MGT-7 vs MGT-7A
Small companies (under Rs 4 crore turnover and Rs 40 lakh paid-up capital limits) file MGT-7A. Filing the wrong variant triggers resubmission notices. We classify the company against the latest Section 2(85) threshold each year.
Fees
Transparent annual ROC fees.
Fixed-fee filing for AOC-4 and MGT-7, or a full annual retainer covering every form. No per-form surprises.
| Service | Fee |
|---|---|
| AOC-4 + MGT-7 filing (private limited / OPC) | Rs 5,999 onwards |
| Annual ROC retainer (all annual forms + ADT-1 + DIR-3 KYC) | Rs 8,999 onwards / year |
| Full secretarial retainer (board pack + annual returns) | Rs 1,499 onwards / month |
| XBRL conversion and AOC-4 XBRL filing | Rs 4,999 onwards (additional) |
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the size of the company, XBRL applicability and the volume of disclosures.
The annual ROC calendar
Year-round MCA compliance at a glance.
| Recurring event | Due date |
|---|---|
| DPT-3 deposit / loan return | By 30 June |
| MSME-1 (first half) - dues over 45 days as on 31 March | By 30 April |
| MSME-1 (second half) - dues over 45 days as on 30 September | By 31 October |
| DIR-3 KYC / Web KYC for every director | By 30 September |
| Annual General Meeting (AGM) | By 30 September (within 6 months of FY end) |
| ADT-1 - auditor appointment intimation | Within 15 days of AGM |
| AOC-4 - audited financial statements | Within 30 days of AGM |
| MGT-7 / MGT-7A - annual return | Within 60 days of AGM |
What our clients say
Real feedback from Regikart clients.
Founders, CFOs and trustees across SaaS, manufacturing and Section 8 who run their annual ROC cycle with our secretarial desk.
We had a two-year gap in ROC filings from our pre-Regikart days. They reconstructed the registers, filed both years with condonation, sorted ADT-1 and we got the 'Active - Compliant' tag back inside 90 days. Quietly excellent work.
A. Mehta
Founder, SaaS, Bengaluru
Private Ltd, 28 employees
Annual ROC plus board pack on a monthly retainer is the cleanest setup we have had. Single PoC, single calendar, no last-week panic before 30 October. ADT-1, AOC-4, MGT-7 all on time, every year for the last 3 years.
S. Patel
CFO, Manufacturing, Pune
Private Ltd, Rs 110 cr turnover
Our non-profit had no idea Section 8 had the same ROC obligations as a regular private limited. Regikart explained the calendar, drafted the board's report with our CSR disclosures and filed everything. Very fair pricing.
N. Khan
Director, Section 8, Delhi
Section 8 Company
Why companies choose Regikart
CS-led annual filings, not portal data-entry.
Most annual ROC filings are handled by data-entry teams. Regikart's secretarial desk is run by qualified CSs with deep Companies Act specialism.
CS-led secretarial desk
Every annual filing is reviewed by a Company Secretary. Our secretarial desk handles 600+ active ROC mandates across private limited, OPC and Section 8 companies.
4-office presence across India
Headquartered in Kolkata with operational offices in Delhi, Gurugram and Pune. Local handling for ROC offices and regional director offices across multiple jurisdictions.
600+ annual return clients
From dormant family companies to 200-crore turnover privates and Section 8 trusts. We know the form variants, threshold tests and the MCA portal's quirks.
Compliance vault per client
Every client gets a digital vault with COI, MOA-AOA, every signed financial statement, every SRN and challan - downloadable any working day.
Transparent annual fee
Fixed-fee annual ROC retainer covering AOC-4, MGT-7, ADT-1, DIR-3 KYC, DPT-3 and MSME-1 - one number, one invoice, no per-form surprises.
End-to-end MCA partner
Beyond annual filings we handle director changes, share transfers, address shifting, ESOP scheme drafting and inter-state ROC shifting under one engagement.
Annual ROC filing FAQ
Frequently asked questions.
Still unsure about which forms apply, AGM timelines or late-fee exposure? Book a free 20-minute consult - a senior CS will assess your company's filing status and quote scope.
Still have questions?
Book a free 20-minute consult with a senior partner - we'll walk through your case and outline next steps.
Talk to a partner →Annual ROC filing is the set of mandatory yearly filings every company registered in India must submit to the Registrar of Companies on the MCA portal. The core forms are AOC-4 (audited financial statements with the board's report) and MGT-7 / MGT-7A (the annual return) along with ADT-1 for the auditor and DIR-3 KYC for every director.
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About Regikart
A CA & CS firm built for company-law compliance.
Regikart is a CA and CS firm headquartered in Kolkata with operational offices in Delhi, Gurugram and Pune. We offer end-to-end compliance services covering accounting, GST, income tax, payroll, ROC and MCA, audit, GSTAT litigation and business registrations. Founded by FCA Subham Jhunjhunwala, the firm serves over 800 active clients across India with a CA and CS-led service model.
Our secretarial desk handles annual ROC filings, board meetings, AGM paperwork, director changes, share transfers, ESOP scheme drafting and inter-state ROC shifting for over 600 active company-law mandates.
First step is a 20-minute free assessment call
Start your annual ROC filing today.
Share your CIN, FY-end and AGM date. We will tell you exactly which forms apply, what each one costs and how much late-fee exposure you are carrying today - within 24 hours.
Free compliance checkWritten scope in 24 hrsKolkata · Delhi · Gurugram · Pune