Annual ROC Filings

What is annual ROC filing?

Every company registered in India has to file its audited financial statements and an annual return with the Registrar of Companies (ROC) each year, under the Companies Act, 2013. Together these put the company's accounts, shareholders, and directors on the public record on the MCA portal.

It applies from the first financial year, and it applies whether or not the company did any business. A company that had no revenue still files — “dormant” isn't the same as “exempt.”

The meetings and forms involved

A handful of meetings and forms make up the annual cycle. Most deadlines count from the date of the AGM:

Financial year

Every company follows an April-to-March financial year. The annual filings for a year are all about that year's accounts and the company's position at 31 March.

Annual General Meeting (AGM)

Shareholders meet to adopt the audited accounts. It must be held within six months of the financial year end — by 30 September — and the first AGM within nine months. OPCs don't hold one.

AOC-4

Files the audited financial statements, directors' report, and auditor's report with the ROC. Due within 30 days of the AGM. Companies with subsidiaries also file AOC-4 CFS for consolidated accounts.

MGT-7 / MGT-7A

The annual return: shareholders, directors, meetings held, and share capital. Due within 60 days of the AGM. Small companies and OPCs file the shorter MGT-7A.

ADT-1

Intimates the appointment of the statutory auditor, usually for a five-year term at the AGM. Due within 15 days of the meeting.

DIR-3 KYC

KYC for every director holding a DIN. A director whose KYC isn't filed when due has their DIN deactivated until it's filed with a ₹5,000 fee.

Additional fees

Late AOC-4 and MGT-7 filings attract ₹100 per day, per form, with no upper limit. There's no provision to waive it once it's accrued.

Why filing on time matters

Missed ROC filings don't go away quietly. The cost grows the longer they're left, and it lands on the directors as well as the company:

Late fees with no cap

₹100 per day, per form, adds up quickly. A company a year behind on both forms can owe more in fees than its professional fees for several years.

Penalties on the company and directors

Beyond fees, the ROC can levy penalties under Sections 92 and 137 on the company and on each director in default, running into lakhs.

Director disqualification

If a company fails to file financial statements or annual returns for three continuous years, every director is disqualified for five years — from all companies, not just this one.

Strike-off

The ROC can strike off a company that appears inactive and hasn't filed. The bank account is frozen, and restoring the company means a petition to the NCLT.

Due diligence and funding

Investors, lenders, and acquirers pull the company's MCA record early. Missing or late filings raise questions and often have to be regularised before a deal closes.

Tenders, loans, and contracts

Banks and government tenders ask for filed financials. A company whose latest accounts are on the MCA portal can simply point to them.

Active company status

The MCA master data shows whether a company is active and when it last filed. Clients and vendors increasingly check it.

Who has to file?

• Every Private Limited Company, whether or not it traded or made a profit during the year
• One Person Companies, which follow an OPC-specific timeline without an AGM
• Section 8 companies and other non-profit companies
• Newly incorporated companies approaching their first financial year end
• Companies that have fallen behind on past years and need to catch up before a funding round, bank loan, or closure

LLPs file too, but under a separate law with different forms and dates — see the comparison below. If a company has genuinely stopped doing business, applying for dormant status or closing it properly is usually cheaper than continuing to file late.

Private Limited vs. OPC vs. LLP

The annual filings depend on the type of entity. Here's how the three most common ones compare:

What we'll need from you

Books of account

Bank statements, sales and purchase invoices, and expense records for the full year, so the accounts can be finalised.

Audited financial statements

Balance sheet, profit and loss statement, cash flow (where required), and notes, audited and signed by the statutory auditor.

Directors' report

Approved by the board, covering the year's performance and the disclosures the Act requires.

Shareholding details

The list of shareholders at year end, and any share transfers or allotments during the year.

Meeting records

Dates of board meetings and the AGM, with minutes, notices, and attendance.

Active DSCs

Valid digital signatures for the directors signing the forms. An expired DSC is the most common last-minute hold-up.

The ROC's own filing fee for each form is small and depends on the company's authorised share capital. It only becomes significant when forms are filed late.

Filing process

The forms themselves take a day to file. Most of the time goes into getting the accounts audited and the meetings held, which is why it's worth starting well before September:

1. 1

   Finalise the books

   Accounts for the year are closed, reconciled with the bank and GST records, and the financial statements are drafted.

2. 2

   Statutory audit

   The company's auditor audits the accounts and issues the auditor's report. This has to happen before the board can approve them.

3. 3

   Board meeting

   The board approves the audited financial statements and the directors' report, and calls the AGM with at least 21 clear days' notice.

4. 4

   Annual General Meeting

   Shareholders adopt the accounts and, where due, appoint or reappoint the auditor. A short-notice AGM is possible with shareholder consent.

5. 5

   File AOC-4 and ADT-1

   Financial statements go to the ROC within 30 days of the AGM, and the auditor's appointment within 15 days.

6. 6

   File MGT-7 or MGT-7A

   The annual return is filed within 60 days of the AGM. Each filing generates an SRN, which is your record that it's on the register.

Compliance through the rest of the year

The annual filings are the biggest deadline, but not the only one. These keep the company compliant between one AGM and the next:

Board meetings

At least four a year, with no more than 120 days between two. Small companies and OPCs need one in each half of the calendar year.

Statutory registers and minutes

Registers of members, directors, and charges, and minutes of every meeting, have to be kept up to date — the annual return draws from them.

Director disclosures

Each director gives the company a disclosure of interest (MBP-1) and a declaration of non-disqualification (DIR-8) every year.

DPT-3 and MSME-1

DPT-3 reports loans and deposits by 30 June. MSME-1 is half-yearly, for companies with dues to MSME suppliers outstanding beyond 45 days.

Event-based filings

Changes to directors, registered office, share capital, or auditors each have their own forms and deadlines as they happen.

Income-tax return

Separate from the ROC, but built on the same audited accounts. Companies file ITR-6 with the Income Tax Department every year.

Benefits and responsibilities