ROC filing refers to the mandatory submission of statutory forms and documents by registered companies and LLPs to the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA), as required by the Companies Act, 2013. The two most critical annual filings are Form AOC-4 (financial statements — due within 30 days of AGM) and Form MGT-7 (annual return — due within 60 days of AGM). Late filing attracts an additional fee of ₹100 per day per form with no upper cap. Non-filing for three consecutive years disqualifies directors for five years.
What Is the ROC — and Why Does It Matter?
The Registrar of Companies (ROC) is a statutory authority functioning under the Ministry of Corporate Affairs (MCA), Government of India. There are currently 25 ROC offices across India, each with jurisdiction over companies registered in specific states and union territories.
The ROC maintains the public register of all companies and LLPs incorporated in India. Every document filed with the ROC — financial statements, annual returns, director particulars, charge details — becomes part of this public record accessible to investors, lenders, regulators, and anyone conducting due diligence on a company.
All ROC filings are made through the MCA21 portal at mca.gov.in — the official e-filing platform maintained by the Ministry of Corporate Affairs. Since March 2022, the portal has been progressively migrated to the MCA V3 platform, which allows online form-filling, digital signature affixing, and real-time status tracking.
ROC compliance is not optional. Even companies with zero business activity, zero turnover, and zero employees must file annual returns and financial statements. Non-filing is not an oversight the ROC will overlook — it is tracked automatically on the MCA21 portal and triggers escalating penalties, director disqualification, and ultimately company strike-off.
Who Must File ROC Returns?
All of the following must file annual ROC returns:
- Private Limited Companies — Pvt Ltd (the most common company structure in India)
- Public Limited Companies — both listed and unlisted
- One Person Companies (OPCs) — simplified forms apply (AOC-4 OPC, MGT-7A)
- Small Companies — as defined under the Companies Act (MGT-7A instead of MGT-7)
- Section 8 Companies — non-profit companies
- Foreign Companies with a place of business in India
- Producer Companies
- Government Companies
LLPs file separately — Limited Liability Partnerships are governed by the LLP Act, 2008 and file Form LLP-8 (Statement of Accounts) and Form LLP-11 (Annual Return), not AOC-4 and MGT-7.
The compliance obligation does not pause for companies that are dormant, have no business activity, or are loss-making. Every registered company is required to file, every year, from the year of incorporation until it is formally struck off or wound up.
The Core Annual ROC Forms — Complete Reference
Form AOC-4 — Financial Statements
Legal basis: Section 137 of the Companies Act, 2013
What it contains: The company’s audited financial statements for the financial year:
- Balance Sheet
- Statement of Profit and Loss
- Cash Flow Statement (mandatory for certain companies)
- Notes to Accounts
- Board’s Report
- Auditor’s Report
- Details of subsidiaries, associates, and joint ventures (Form AOC-1, if applicable)
- CSR Report (Form CSR-2) — for companies with CSR obligation under Section 135
Due date: Within 30 days from the date of conclusion of the Annual General Meeting (AGM).
For most companies (with financial year ending 31 March), the AGM must be held by 30 September. AOC-4 is therefore typically due by 29 October.
Variants by company type:
| Form Variant | Applicable To |
|---|---|
| AOC-4 | Standard form — all companies (standalone financial statements) |
| AOC-4 CFS | Companies required to file consolidated financial statements |
| AOC-4 XBRL | Listed companies; companies with paid-up capital ≥₹5 crore or turnover ≥₹10 crore |
| AOC-4 (OPC) | One Person Companies |
| AOC-4 NBFC (Ind AS) | NBFCs complying with Indian Accounting Standards |
Important: AOC-4 cannot be revised once filed. Any error discovered after filing requires a fresh filing with ROC approval. Get the numbers right before submission.
Form MGT-7 — Annual Return
Legal basis: Section 92 of the Companies Act, 2013
What it contains: A snapshot of the company’s governance and ownership structure as of 31 March each year:
- Registered office address and CIN
- Principal business activities (NIC codes)
- Share capital and shareholding pattern (promoter and public)
- Details of all members as of 31 March
- Details of directors, KMPs, and changes during the year
- Details of AGM, Board meetings, committee meetings held during the year
- Remuneration of directors and KMPs
- Details of penalties and compounding
- Compliance certificate (where required)
Due date: Within 60 days from the date of the AGM.
For standard companies with September 30 AGM, MGT-7 is due by 29 November.
MGT-7A is the simplified form for OPCs and Small Companies — contains fewer disclosure requirements than MGT-7.
Form ADT-1 — Auditor Appointment
Legal basis: Section 139 of the Companies Act, 2013
What it is: Intimation to the ROC of the appointment or reappointment of the company’s statutory auditor.
Due date: Within 15 days from the conclusion of the AGM.
Every company must have a statutory auditor appointed at each AGM. ADT-1 must be filed to record this appointment. Failure to appoint or intimate auditor appointment is a compliance violation.
Form DIR-3 KYC — Director KYC
Legal basis: Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014
What it is: Annual KYC verification for every individual holding a Director Identification Number (DIN). All directors must complete KYC each year by submitting either web-based DIR-3 KYC (if details are unchanged) or full DIR-3 KYC (if mobile number or email has changed).
Due date: 30 September each year (for all directors having DIN as of 31 March).
Penalty for non-filing: The DIN is deactivated on the MCA portal and a fixed fee of ₹5,000 is levied before the DIN can be reactivated. A deactivated DIN means the director cannot sign or file any company documents — effectively paralyzing their ability to act as a director until KYC is completed.
Form DPT-3 — Return of Deposits
Legal basis: Section 73 and Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014
What it is: Annual return of deposits and outstanding loans received by the company. Applies to all companies — even those that have not accepted deposits from the public — as it covers loans received from directors, shareholders, and related parties treated as exempt deposits.
Due date: 30 June each year (covering outstanding deposits/loans as of 31 March).
Penalty for non-filing: Fine up to ₹10 crore or twice the amount of deposits (whichever is lower), plus imprisonment for officers in default. The severity of this penalty makes DPT-3 one of the most under-filed and most dangerous compliance obligations for small companies.
Form MSME-1 — MSME Payment Reporting
Legal basis: Section 405 of the Companies Act, 2013; MSME Development Act, 2006
What it is: Half-yearly return disclosing outstanding payments to MSME vendors exceeding 45 days.
Due dates: 31 October (for April–September period) and 30 April (for October–March period).
Penalty for non-filing: ₹20,000 on the company plus daily fines on directors in default.
Due Dates — Annual ROC Compliance Calendar (FY 2025–26)
For companies with a financial year ending 31 March 2026 and AGM held on 30 September 2026:
| Form | Purpose | Due Date (FY 2025–26) |
|---|---|---|
| DIR-3 KYC | Director KYC | 30 September 2026 |
| DPT-3 | Return of deposits/loans | 30 June 2026 |
| MSME-1 (H1) | MSME payment report (Oct–Mar) | 30 April 2026 |
| ADT-1 | Auditor appointment | 15 October 2026 (within 15 days of AGM) |
| AOC-4 | Financial statements | 29 October 2026 (within 30 days of AGM) |
| MGT-7 / MGT-7A | Annual return | 29 November 2026 (within 60 days of AGM) |
| MSME-1 (H2) | MSME payment report (Apr–Sep) | 31 October 2026 |
Note: The MCA has historically announced extensions for AOC-4 and MGT-7 in many financial years. Always verify the current official due date on the MCA portal before filing.
Penalties for Late or Non-Filing — The Complete Picture
This is the section most guides get wrong — either understating the penalties or failing to show the cumulative consequence of delay.
Additional Fee — Section 403
For late filing of AOC-4, MGT-7/7A, and most other statutory forms, the Companies Act, 2013 levies an additional fee of ₹100 per day from the day after the due date, with no upper cap.
What this means in practice:
| Delay Period | AOC-4 Additional Fee | MGT-7 Additional Fee | Both Forms Combined |
|---|---|---|---|
| 30 days late | ₹3,000 | ₹3,000 | ₹6,000 |
| 3 months late | ₹9,000 | ₹9,000 | ₹18,000 |
| 6 months late | ₹18,000 | ₹18,000 | ₹36,000 |
| 1 year late | ₹36,500 | ₹36,500 | ₹73,000 |
| 3 years late | ₹1,09,500 | ₹1,09,500 | ₹2,19,000 |
| 5 years late | ₹1,82,500 | ₹1,82,500 | ₹3,65,000 |
| 10 years late | ₹3,65,000 | ₹3,65,000 | ₹7,30,000 |
Additional fees are paid directly on the MCA portal at the time of filing — they are calculated automatically based on the delay period.
These amounts are additional fees on top of the normal filing fee — they are not in substitution of the filing fee.
Adjudication Penalty — Sections 92 and 137
Beyond additional fees, the ROC can initiate adjudication proceedings against the company and its officers for non-filing:
Under Section 92 (Annual Return — MGT-7):
- Company: Fine of ₹50,000, plus ₹100 per day of continuing default (max ₹5 lakh)
- Every officer in default: Fine of ₹50,000, plus ₹100 per day of continuing default (max ₹5 lakh)
Under Section 137 (Financial Statements — AOC-4):
- Company: Fine of ₹1,000 per day of continuing default (max ₹10 lakh)
- Every officer in default: Fine of ₹1,000 per day of continuing default (max ₹10 lakh)
- Directors, MD, CFO convicted: Imprisonment up to 6 months, plus fine of ₹1 lakh to ₹5 lakh
Note: Adjudication penalties are separate from additional fees — a company can face both simultaneously.
Director Disqualification — Section 164(2)
This is the most severe personal consequence of ROC non-compliance, and the one most business owners do not know about until it is too late.
Under Section 164(2) of the Companies Act, 2013: If a company fails to file financial statements (AOC-4) or annual returns (MGT-7) for three consecutive financial years, every director of that company is disqualified from being appointed as a director in any company for a period of five years.
What this means:
- The director’s DIN is deactivated on the MCA portal
- The director cannot act as director in any company — including other companies they direct that are fully compliant
- The disqualification period is five years from the date of disqualification
- Disqualification is lifted once the defaulting company regularises its filings and good standing is restored
The MCA periodically runs disqualification drives — identifying directors of long-defaulting companies and deactivating their DINs in bulk. Directors who discover their DIN is deactivated suddenly find themselves unable to sign board resolutions, file any MCA forms, or fulfill any directorial function across all their companies. The disruption to legitimate compliant companies caused by one director’s connection to a defaulting company can be severe.
Company Strike-Off — Section 248
Under Section 248 of the Companies Act, 2013, the ROC may strike a company off the register of companies if it has not been carrying on business or has failed to file financial statements and annual returns for two consecutive financial years.
Strike-off means the company ceases to exist as a legal entity. Post strike-off:
- The company’s bank accounts are frozen
- The company cannot enter into contracts, borrow, or conduct any business
- Revival requires an application to the NCLT under Section 252 — a time-consuming and expensive process
- Directors of a struck-off company may face prosecution for continued activities
The ROC issues notice before strike-off and gives companies an opportunity to respond. A company that receives a Section 248 notice must act immediately — file all overdue returns, pay all additional fees, and regularise its MCA status.
CCFS-2026 — The 90% Fee Waiver Scheme (15 April to 15 July 2026)
The Companies Compliance Facilitation Scheme 2026 (CCFS-2026) is an MCA initiative offering a 90% waiver on accumulated additional fees for companies that regularise their overdue ROC filings between 15 April 2026 and 15 July 2026.
This is one of the most significant compliance opportunities in recent years. A company with five years of non-filing facing ₹3,65,000 in accumulated additional fees pays only ₹36,500 under CCFS-2026.
What CCFS-2026 covers:
- AOC-4 (financial statements)
- MGT-7 / MGT-7A (annual returns)
- ADT-1 (auditor appointment)
- Other specified forms
What CCFS-2026 does NOT automatically provide:
- Immunity from adjudication penalties under Sections 92 and 137 — these are separate proceedings
- Director disqualification reversal — DIN reactivation requires separate action
- Revival of struck-off companies — separate NCLT application required
If your company has any overdue ROC filings as of April 2026, the CCFS-2026 window running until 15 July 2026 is the most cost-effective opportunity to regularise. File through the MCA21 portal at mca.gov.in before the window closes.
The AGM Requirement — What Drives the Filing Calendar
Every ROC filing deadline for AOC-4 and MGT-7 runs from the date of the Annual General Meeting (AGM) — not from a fixed calendar date. Understanding AGM requirements is therefore essential for managing ROC compliance.
Under Section 96 of the Companies Act, 2013:
- Every company (except OPC) must hold an AGM every calendar year
- The first AGM must be held within 9 months from the end of the first financial year
- Subsequent AGMs must be held within 6 months from the end of the financial year
- The gap between two AGMs cannot exceed 15 months
- For companies with a financial year ending 31 March, the AGM must be held by 30 September
If the AGM is not held within the prescribed period:
- Company: Penalty of ₹1,00,000 (Section 99)
- Each director: ₹5,000 per day of default
OPC exception: OPCs are not required to hold an AGM. Their AOC-4 and MGT-7A filing deadlines are set at specific fixed dates rather than running from AGM date.
If the AGM is not held, do the AOC-4 and MGT-7 deadlines still apply? Yes. The deadlines run from the last date by which the AGM should have been held — not from when it was actually held (or not held). So for March year-end companies, the AOC-4 deadline is effectively 29 October and the MGT-7 deadline is 29 November regardless of whether the AGM took place.
Step-by-Step: How to File ROC Annual Returns
Step 1 — Complete Statutory Audit
Before any ROC filing can be made, the company’s financial statements for the financial year must be audited by a Chartered Accountant (CA). The auditor signs the Auditor’s Report and certifies the accounts.
Timeline: The audit should be completed well before the AGM — ideally by August for March year-end companies.
Step 2 — Hold the Board Meeting and Approve Financial Statements
The Board of Directors must hold a Board Meeting to approve the audited financial statements and the Board’s Report. The Board’s Report contains disclosures required under Section 134 of the Companies Act.
Step 3 — Hold the AGM and Obtain Shareholder Approval
The AGM must be held by 30 September for March year-end companies. At the AGM:
- The audited financial statements are adopted
- Directors are appointed/reappointed as required
- The auditor is appointed/reappointed and fees are fixed
Step 4 — File ADT-1 Within 15 Days of AGM
File Form ADT-1 on the MCA21 portal within 15 days of the AGM — reporting the auditor appointment.
Step 5 — File AOC-4 Within 30 Days of AGM
Log in to the MCA21 portal at mca.gov.in. Select the appropriate AOC-4 variant. Upload the financial statements, Board’s Report, Auditor’s Report, and all required attachments. Affix DSC of the director and the CA. Pay the filing fee. Submit.
Step 6 — File MGT-7 Within 60 Days of AGM
File Form MGT-7 (or MGT-7A for OPC/Small Companies) with the complete annual return details. The form must be certified by a Company Secretary (CS) if the company has a paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more. For companies below these thresholds, certification by a director and a CS (practicing or employed) applies.
Common ROC Filing Mistakes — and How to Avoid Them
Filing AOC-4 before the audit is complete: The form requires certified financial statements. A premature filing with uncertified numbers must be refiled.
Wrong form variant: Filing the standard MGT-7 when MGT-7A (for OPC/Small Companies) applies, or missing the requirement for XBRL filing when turnover/paid-up capital thresholds are crossed.
DSC issues: Expired or unlinked DSC is the most common technical reason for failed MCA filings. Renew DSCs at least 30 days before the filing season.
Missing DPT-3: This form is filed by 30 June and is frequently overlooked by companies focused on the October–November AOC-4 and MGT-7 season. The DPT-3 penalty is disproportionately severe relative to how often it is missed.
AGM not held: Failing to hold the AGM triggers its own penalties under Section 99 — and the AOC-4/MGT-7 deadlines still run from 30 September regardless, accumulating additional fees daily.
Frequently Asked Questions
Q: What is ROC filing in India?
A: ROC filing refers to mandatory submission of statutory forms to the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA) as required by the Companies Act, 2013. The two most critical annual filings are Form AOC-4 (financial statements, due within 30 days of AGM) and Form MGT-7 (annual return, due within 60 days of AGM). All filings are made through the MCA21 portal at mca.gov.in.
Q: What is the due date for AOC-4 and MGT-7 for FY 2025-26?
A: For companies with a financial year ending 31 March 2026 and AGM held by 30 September 2026, AOC-4 is due by 29 October 2026 (within 30 days of AGM) and MGT-7 is due by 29 November 2026 (within 60 days of AGM). The MCA may announce extensions — always verify the current due date on the MCA portal.
Q: What is the penalty for late ROC filing in India?
A: Late filing of AOC-4 and MGT-7 attracts an additional fee of ₹100 per day per form under Section 403 of the Companies Act, 2013, with no upper cap. For both forms combined, this is ₹200 per day. Over 1 year, accumulated fees total ₹73,000; over 5 years, ₹3,65,000 — before any adjudication penalties or prosecution.
Q: Can directors be disqualified for late ROC filing?
A: Yes. Under Section 164(2) of the Companies Act, 2013, if a company fails to file financial statements (AOC-4) or annual returns (MGT-7) for three consecutive financial years, every director of that company is disqualified from being appointed as a director in any company for five years. The director’s DIN is deactivated on the MCA portal. Disqualification applies across all companies the director serves — not just the defaulting company.
Q: What is CCFS-2026?
A: The Companies Compliance Facilitation Scheme 2026 (CCFS-2026) is an MCA initiative offering a 90% waiver on accumulated additional fees for companies that regularise overdue ROC filings between 15 April 2026 and 15 July 2026. A company with 5 years of non-filing facing ₹3,65,000 in accumulated additional fees pays only ₹36,500 under the scheme.
Q: Does a dormant company or zero-turnover company need to file ROC returns?
A: Yes. Every company registered under the Companies Act, 2013 must file annual ROC returns regardless of turnover, business activity, or profitability. Even a company with zero income and zero expenses must file audited financial statements (AOC-4) and an annual return (MGT-7) every year until it is formally struck off or wound up.
Q: What is the difference between AOC-4 and MGT-7?
A: AOC-4 is the form for filing a company’s audited financial statements (balance sheet, P&L, notes) with the ROC under Section 137 of the Companies Act — due within 30 days of the AGM. MGT-7 is the form for filing the company’s annual return containing governance and ownership information (shareholding pattern, directors, meetings) under Section 92 — due within 60 days of the AGM. Both are mandatory annual filings.
Q: What happens if a company is struck off for non-filing?
A: Strike-off under Section 248 of the Companies Act means the company ceases to exist as a legal entity. Bank accounts are frozen, contracts cannot be entered, and business cannot be conducted. Revival requires an application to the NCLT under Section 252 — an expensive and time-consuming process. Directors of struck-off companies may face prosecution for activities conducted after the effective strike-off date.
File on Time — Every Time
ROC compliance is not just a regulatory obligation — it is the foundation of your company’s legal standing. A compliant MCA status is what investors check before funding, banks check before lending, and government authorities check before awarding contracts. A single year of non-filing starts a compounding penalty clock that becomes increasingly difficult and expensive to stop.
At TMZON, business compliance advisory covers ROC filing guidance, connecting you with qualified CAs and Company Secretaries for timely annual filings.
Book a Compliance Consultation → TMZON
File and track all ROC forms through the official MCA portal:
This article is written for general informational purposes and does not constitute legal or financial advice. For advice specific to your company’s ROC compliance, please consult a qualified Company Secretary or Chartered Accountant.
Written by Arya Sharma, Advocate, Bombay High Court | Trademark Attorney
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