Incorporating a company is the easy part — keeping it compliant year after year is where many founders slip. ROC (Registrar of Companies) compliance under the Companies Act, 2013 is recurring and time-bound, and the penalties for delay are steep and accumulate daily. This guide lays out the core annual filings, the event-based filings people forget, the exact due dates, and what late filing actually costs.
The core annual filings
- AOC-4 — filing of the audited financial statements with the ROC.
- MGT-7 / MGT-7A — the annual return with shareholding and company details (MGT-7A for small companies and OPCs).
- DIR-3 KYC — annual KYC for every director holding a DIN.
- ADT-1 — intimation of auditor appointment.
- Board meetings and the AGM — held within the prescribed timelines, with minutes maintained.
The due dates to remember
Most ROC deadlines chain off the date of the Annual General Meeting (AGM), so a late AGM pushes everything else late too. For a company following the April–March financial year:
| Form / event | Due date |
|---|---|
| AGM | Within 6 months of FY-end (by 30 Sep) |
| AOC-4 (financials) | Within 30 days of AGM |
| MGT-7 / 7A (annual return) | Within 60 days of AGM |
| ADT-1 (auditor) | Within 15 days of AGM |
| DIR-3 KYC | 30 September |
| DPT-3 (deposits return) | 30 June |
| MSME-1 (half-yearly) | 30 April & 31 October |
Event-based filings founders forget
Beyond the annual cycle, several filings are triggered by specific events: SH-7 for changes in share capital, PAS-3 for allotment of shares, DIR-12 for appointment or resignation of directors, and INC-22 for a change of registered office. Missing these is just as costly as missing the annual forms, and they often surface only during due diligence for a loan or funding round.
What late filing costs
ROC forms carry an additional fee of Rs 100 per day per form for delay, with no upper cap in most cases — so a single form a few months late can become a large bill, and multiple forms multiply it. For example, AOC-4 filed 90 days late attracts Rs 9,000 in additional fees on that form alone. Beyond money, persistent non-compliance can lead to director disqualification under section 164, the company being marked “ACTIVE-non-compliant”, and ultimately strike-off.
| Delay | Additional fee (per form) |
|---|---|
| 30 days late | Rs 3,000 |
| 90 days late | Rs 9,000 |
| 180 days late | Rs 18,000 |
The AGM anchors the whole calendar
The Annual General Meeting is the hinge on which most ROC deadlines turn. A company must hold its AGM within six months of the financial year-end (so by 30 September for an April–March year), and the gap between two AGMs cannot exceed 15 months. Because AOC-4 is due within 30 days of the AGM and MGT-7 within 60 days, holding the AGM late automatically makes every downstream filing late and starts the Rs 100-per-day clock on each form. The discipline of fixing an AGM date early and circulating the financials in advance is what keeps a company penalty-free.
Audited financials come first
AOC-4 is the filing of your audited financial statements, which means a statutory audit by a Chartered Accountant must be completed before the AGM can approve the accounts. A first auditor is appointed within 30 days of incorporation, and the appointment is intimated to the ROC in Form ADT-1. Leaving the audit to the last minute is the most common reason AGMs slip — so the financial close, audit and board approval should be planned for the first quarter after year-end, not the last week before the deadline.
Consequences beyond the daily fee
The Rs 100-per-day additional fee is only the visible cost. Sustained non-compliance carries heavier consequences:
- Director disqualification: if a company fails to file financial statements or annual returns for three continuous years, its directors can be disqualified under section 164(2) for five years — and disqualification on one board can spill over to other companies where they are directors.
- Company status flags: the company may be marked “ACTIVE-non-compliant”, blocking many other filings.
- Strike-off: the ROC can strike a defaulting company off the register, after which its bank accounts are frozen and reviving it requires a costly NCLT process.
- Due diligence failures: overdue filings surface immediately in any loan, investment or acquisition due diligence and can derail a deal.
Relief for small companies and OPCs
The Act does lighten the load for genuinely small companies. A “small company” (paid-up capital and turnover within the prescribed limits) and One Person Companies file the simpler MGT-7A instead of MGT-7, and OPCs are exempt from holding an AGM and from certain board-meeting frequency requirements. These reliefs reduce the volume of work but do not remove the core filings — AOC-4, the annual return and DIR-3 KYC remain mandatory every year.
Who is responsible for compliance
The legal responsibility for ROC compliance rests with the company's directors and its key managerial personnel, not with the accountant or consultant who files the forms. That is why penalties for default can attach personally to directors and even lead to their disqualification. Even when a company outsources its filings, the board should keep oversight: confirm that financials are audited on time, that the AGM is held within the window, and that each form is filed and acknowledged. A simple monthly compliance review at board level is enough to catch slippage before it becomes a penalty — a small habit that protects both the company and its directors.
A worked example of how penalties add up
Imagine a small company that holds its AGM on time but, distracted by operations, files AOC-4 and MGT-7A three months (about 90 days) late and also misses DIR-3 KYC for its two directors. AOC-4 attracts roughly Rs 9,000, MGT-7A another Rs 9,000, and DIR-3 KYC carries a flat Rs 5,000 per director for late filing — Rs 10,000 for two. That is around Rs 28,000 for a single year of mild delay on routine forms, none of which earned the company anything. Repeat it for a second year and the directors edge towards disqualification. The lesson: ROC penalties are pure dead-weight cost, entirely avoidable with a calendar.
Income-tax and other filings run alongside
ROC compliance does not happen in isolation. A Private Limited company must also file its income tax return (ITR-6) by 31 October where audit applies, deduct and deposit TDS with quarterly returns, file GST returns if registered, and complete a statutory audit every year regardless of turnover. Treating these as one integrated annual calendar — rather than separate fire-drills — is what keeps a growing company clean across the board and audit-ready when a lender or investor comes calling.
Staying on top of it
Maintain a compliance calendar from day one, keep your statutory registers updated, hold and minute board meetings, and prepare audited financials well before the AGM window. For most small companies a simple annual checklist, run on time, is all it takes to avoid penalties entirely. Our ROC annual compliance service runs that calendar for you end to end. If you are still deciding on structure, read Private Limited vs LLP vs OPC, and for the founder's full year see our compliance calendar.
This article is general information, not tax or legal advice. Rules can change; confirm specifics for your business before acting.