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CA Siddharth A Shah
HomeKnowledge HubAnnual ROC Filing Deadlines: What Every Director Must Know
Compliance|March 202616 min readGuide

Annual ROC Filing Deadlines: What Every Director Must Know

A director-first walkthrough of AOC-4, MGT-7/7A, ADT-1, DIR-3 KYC, DPT-3, MSME-1 and the other ROC obligations that decide whether your DIN stays active.

Key takeaways

The small company threshold was revised to paid-up capital up to ₹10 crore and turnover up to ₹100 crore (G.S.R. 880(E), effective 1 December 2025) — many more private companies now qualify for abridged Form MGT-7A and relaxed compliance.
AOC-4 must be filed within 30 days of the AGM and MGT-7/MGT-7A within 60 days. Late filing carries an additional fee of ₹100 per day with no statutory upper cap.
DIR-3 KYC is an annual obligation for every director holding a DIN as on 31 March — non-filing deactivates the DIN and blocks all MCA signatures until a ₹5,000 reactivation fee is paid.
Under Section 164(2), directors are disqualified for five years if the company fails to file financial statements or annual returns for three consecutive financial years.
The Companies (Audit and Auditors) Amendment Rules, 2025 made Form ADT-1 mandatory even for the first auditor appointed by the Board, effective 14 July 2025.
Why ROC Compliance is a Board-Level IssueThe Annual Filing Pair: AOC-4 and MGT-7/7AEvent-Based Filings You Cannot DelayRecurring Compliances Beyond the Annual ReturnPenalties, Prosecution, and Director DisqualificationYour FY 2025–26 ROC Compliance Calendar

01Why ROC Compliance is a Board-Level Issue

ROC compliance is often treated as a back-office checklist handled by the company secretary or outsourced to a consultant. That framing understates the personal exposure directors carry. Every filing default is a potential director-level liability, and repeated defaults can end in DIN deactivation, director disqualification, and prosecution under the Companies Act, 2013.

A practical director's lens on ROC compliance has three parts: (1) understand the statutory basis of each filing so extensions and relaxations can be read correctly; (2) track event-based triggers that do not wait for the year-end; and (3) treat penalties as just one consequence — the harder cost is loss of signatory rights and the inability to take up new directorships.

The three-year trigger you cannot afford to miss

Section 164(2) disqualifies a director for five years if the company has not filed financial statements or annual returns for any continuous period of three financial years. The disqualification attaches to the individual — it follows them to every other directorship they hold.

02The Annual Filing Pair: AOC-4 and MGT-7/7A

The two anchor filings every company makes after its AGM are the financial statements (AOC-4) and the annual return (MGT-7 or MGT-7A). Together they close the statutory reporting loop for the year and reset the compliance clock.

Form AOC-4 — Financial Statements

–Statutory basis: Section 137 of the Companies Act, 2013 read with Rule 12 of the Companies (Accounts) Rules, 2014.
–Who files: Every company (other than OPCs, which file AOC-4 within 180 days of FY end without requiring an AGM).
–Due date: Within 30 days of the AGM. For an AGM held on 30 September 2026, AOC-4 is due by 29 October 2026.
–Variants: AOC-4 (standard), AOC-4 CFS (consolidated financial statements), AOC-4 XBRL (listed and certain prescribed companies), AOC-4 NBFC (Ind AS).
–Late fee: ₹100 per day of delay, with no maximum cap.

Form MGT-7 and MGT-7A — Annual Return

–Statutory basis: Section 92 of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014.
–Who files MGT-7A (abridged return): One Person Companies and small companies, as defined in Section 2(85).
–Who files MGT-7: All other companies (public, private above small company thresholds, Section 8, etc.).
–Due date: Within 60 days of the AGM. For a 30 September 2026 AGM, the filing is due by 29 November 2026.
–Certification: MGT-7 requires certification by a Company Secretary in practice for listed companies and companies with paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore. MGT-7A can be signed with director DSC alone.
–Late fee: ₹100 per day of delay, with no maximum cap.

Revised small company threshold (effective 1 December 2025)

Vide G.S.R. 880(E) dated 1 December 2025, a small company now means a private company whose paid-up share capital does not exceed ₹10 crore and whose turnover (per the P&L of the immediately preceding FY) does not exceed ₹100 crore. Public companies, holding/subsidiary companies, Section 8 companies, and companies governed by special statutes remain excluded. Many mid-sized private companies that previously filed MGT-7 are now eligible for MGT-7A, relaxed board meeting cadence, and exemption from preparing a cash flow statement.

Although the AGM deadline is 30 September for companies with a 31 March year-end, MCA routinely issues extensions for AOC-4 and MGT-7 filings when the V3 portal or specific forms run into issues. For FY 2024–25, for instance, MCA extended the filing window (without additional fees) through a series of General Circulars — always check the latest circular on mca.gov.in before treating the default date as final.

03Event-Based Filings You Cannot Delay

Unlike annual filings, event-based forms are triggered by specific corporate actions and carry short windows. Missing them is the most common source of avoidable penalty spend.

Form ADT-1 — Appointment of Auditor

–Statutory basis: Section 139 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.
–Trigger: Appointment or reappointment of a statutory auditor.
–Due date: Within 15 days from the date of the AGM at which the auditor is appointed (or from the date of the Board resolution in the case of first auditors, under the 2025 amendment).
–2025 change: The Companies (Audit and Auditors) Amendment Rules, 2025 made ADT-1 mandatory even for the first auditor appointed by the Board under Section 139(6), effective 14 July 2025. Earlier, filing for the first auditor was a widely-followed best practice but not strictly required.
–Penalty (Section 147): Company ₹25,000 to ₹5,00,000; every officer in default ₹10,000 to ₹1,00,000.

Form INC-20A — Declaration for Commencement of Business

–Statutory basis: Section 10A of the Companies Act, 2013 read with Rule 23A of the Companies (Incorporation) Rules, 2014.
–Trigger: Incorporation of a company with share capital on or after 2 November 2018.
–Due date: Within 180 days from the date of incorporation.
–Consequence of non-filing: The company cannot commence business or exercise any borrowing powers; the Registrar may initiate strike-off proceedings under Section 248.

Forms BEN-1 and BEN-2 — Significant Beneficial Ownership

–Statutory basis: Section 90 of the Companies Act, 2013 read with the Companies (Significant Beneficial Owners) Rules, 2018.
–BEN-1: Declaration filed by the significant beneficial owner to the reporting company.
–BEN-2: Filed by the company with the Registrar within 30 days of receiving BEN-1.
–Practical note: Complex holding structures, trusts, and partnership interests require careful attribution analysis before the BEN-1 declaration — this is where most SBO disputes originate.

04Recurring Compliances Beyond the Annual Return

Four non-AGM recurring filings quietly drive a large share of ROC penalties. They deserve their own slot in every compliance calendar.

Form DIR-3 KYC — Director KYC

–Statutory basis: Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014.
–Who files: Every individual holding a DIN allotted on or before 31 March of the financial year, whose DIN is in active status.
–Due date: 30 September of the immediately following financial year (DIR-3 KYC for FY 2025–26 is due by 30 September 2026).
–Modes: DIR-3 KYC e-form (for first-time filing or any change in details); DIR-3 KYC-Web (for directors with no changes since the previous filing).
–Consequence: Non-filing results in DIN deactivation. The director cannot sign any MCA form and cannot be appointed to any other company. Reactivation requires filing the form with a ₹5,000 fee.

Form DPT-3 — Return of Deposits & Outstanding Money

–Statutory basis: Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014.
–Who files: Every company except government companies — including companies that have taken loans or advances that are not treated as deposits under Rule 2(1)(c).
–Due date: On or before 30 June each year, for outstanding balances as on 31 March.
–Common oversight: Directors' loans, inter-corporate deposits, and advances from customers exceeding 365 days frequently slip through when finance teams treat DPT-3 as a form only for deposit-accepting companies.

Form MSME-1 — Half-Yearly Return of Outstanding Dues

–Statutory basis: Section 405 of the Companies Act, 2013 read with the MCA Order dated 22 January 2019 and the MSMED Act, 2006.
–Who files: Every company that has outstanding payments to Micro or Small Enterprises for more than 45 days from the date of acceptance of goods or services.
–Due dates: 30 April (for the October–March period) and 31 October (for the April–September period).
–What to report: Amount payable, period for which the amount has been outstanding, and reasons for delay.

Form CSR-2 — Report on Corporate Social Responsibility

–Statutory basis: Rule 12(1B) of the Companies (Accounts) Rules, 2014.
–Who files: Every company covered under Section 135(1) of the Companies Act — net worth ≥ ₹500 crore, turnover ≥ ₹1,000 crore, or net profit ≥ ₹5 crore in the immediately preceding financial year.
–Mode: Filed as an addendum to AOC-4 (or AOC-4 XBRL/NBFC, as applicable).
–Practical note: MCA has previously extended CSR-2 due dates through amendment rules (for example, the FY 2023–24 deadline was extended to 30 June 2025). Track the current year's notification before finalising the CSR report.

05Penalties, Prosecution, and Director Disqualification

The financial cost of missed filings is visible; the collateral consequences are harder to reverse. Three threads matter most at the director level.

Additional fees on delayed filings

For AOC-4, MGT-7/7A, and most other ROC forms, the standard additional fee is ₹100 per day of delay with no statutory cap. For smaller event-based forms, multipliers of 2x to 12x the normal fee apply depending on the length of delay, under the fee rules notified by MCA.

Director disqualification under Section 164(2)

A director is disqualified for five years if a company in which they are a director has not filed financial statements or annual returns for any continuous period of three financial years, or has failed to repay deposits, pay interest on deposits, redeem debentures, or pay declared dividends. The disqualification attaches to the individual — they must vacate every other directorship they hold under Section 167(1)(a).

Strike-off and prosecution

Under Section 248, the Registrar can initiate suo motu strike-off of companies that have not commenced business within one year of incorporation or have not carried on business for two immediately preceding financial years. Separately, Section 447 (fraud) and Section 448 (false statements) carry imprisonment of six months to ten years plus fine — relevant where false declarations are made in ROC filings.

Condonation of delay

For certain filings, directors can apply to the Central Government under Section 460 for condonation of delay. Schemes such as the Companies Fresh Start Scheme have also historically offered one-time relief windows — worth monitoring if a company has accumulated multiple year defaults.

06Your FY 2025–26 ROC Compliance Calendar

Assume a company with 31 March 2026 year-end and AGM held on 30 September 2026. The dates below are statutory defaults — always reconcile with the latest MCA circulars before treating them as final.

Key ROC filing dates — FY 2025–26

FilingPeriod / TriggerStatutory due date
MSME-1 (H2 FY 2025–26)Oct 2025 – Mar 202630 April 2026
DPT-3Outstanding as on 31 March 202630 June 2026
AGMFor FY ending 31 March 2026By 30 September 2026
DIR-3 KYCFor all active DINs30 September 2026
MSME-1 (H1 FY 2026–27)Apr 2026 – Sep 202631 October 2026
ADT-1Auditor appointment at AGMWithin 15 days of AGM (15 October 2026)
AOC-4 / AOC-4 CFS / XBRLFinancial statementsWithin 30 days of AGM (29 October 2026)
MGT-7 / MGT-7AAnnual returnWithin 60 days of AGM (29 November 2026)
CSR-2CSR report (Section 135 companies)As addendum to AOC-4 (per current Rule 12(1B))

Event-based triggers to watch through the year

–INC-20A: Within 180 days of incorporation (for companies incorporated on or after 2 November 2018).
–BEN-2: Within 30 days of receiving a BEN-1 declaration from a significant beneficial owner.
–DIR-12: Within 30 days of change in directors or KMP particulars.
–PAS-3 (Return of Allotment): Within 15 days (for private placement) or 30 days (for other allotments) of allotment.
–MGT-14: Within 30 days of passing specified resolutions under Section 117.
–CHG-1 / CHG-4: Within 30 days of creation, modification, or satisfaction of charge under Section 77.

Director's monthly review

Ask your compliance partner for a one-page dashboard each month showing: DIN status for every director, filings completed, filings due within 30/60 days, and any MCA notices or show-cause letters received. A 10-minute review each month prevents the vast majority of ROC incidents.

SS

CA Siddharth A Shah

CA Siddharth A Shah & Associates, Vadodara

This article is for informational purposes only and does not constitute professional advice. Tax laws are subject to change. Readers should consult a qualified Chartered Accountant for advice specific to their situation. Published March 2026.

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