ROC and MCA Filing Guide for FY 2025-26
A private limited company must hold its AGM, file Form AOC-4 (financial
statements) within 30 days of that meeting, and file Form MGT-7 or
MGT-7A (annual return) within 60 days. This applies even when the
company earned nothing all year. Late filing costs ₹100 per day per form, with no upper limit.
Annual compliance is the set of recurring filings and records that keep a company legally active,
its directors eligible, and its name on the register.
By the LegalDev Compliance Team, Chartered Accountants and corporate legal experts with 10+ years
of experience in MCA filings.
Accounts Filed via (30 Days from AGM)
Form AOC-4
Annual Return (60 Days from AGM)
Form MGT-7 / MGT-7A
Late Fee
₹100 / Day / Form, No Cap
Key takeaways
Every date in the ROC cycle is counted from your AGM. Fix the AGM date first.
Both AOC-4 and MGT-7/7A are mandatory for dormant and zero-turnover companies.
The additional fee is ₹100 per day per form with no cap, and statutory penalties on the company and its officers come on top.
Since 1 December 2025, more companies qualify as "small companies" and file the shorter MGT-7A.
Director KYC (DIR-3 KYC) is now a once-in-three-years filing, not an annual one.
What annual compliance means for a Pvt Ltd company
Annual compliance covers everything the Companies Act, 2013 requires a company to do and file
every year. It has three layers. The first is corporate governance: board
meetings, an audit, an AGM and statutory registers. The second is ROC filings
with the Registrar of Companies through the MCA portal. The third is tax filings
with the Income Tax Department, which run on a parallel track.
Incorporation does not change any of this. A company registered a week before year-end still owes
financial statements for that first, short financial year. If you are still at the incorporation
stage, see our guide to Private Limited Company registration.
Annual compliance checklist for a Pvt Ltd company
This is the working list our team runs through for a standard March year-end company. Items
marked "if applicable" depend on your facts.
| Compliance |
Form / action |
Timeline |
| Board meetings |
Minimum 4 a year, gap between meetings not above 120 days |
During the year |
| Statutory audit |
Auditor's report on financial statements |
Before the AGM |
| AGM |
Adopt accounts, appoint or reappoint auditor |
Within 6 months of year-end (by 30 September) |
| Auditor appointment |
ADT-1 |
Within 15 days of the AGM, in the year an auditor is appointed |
| Financial statements |
AOC-4 |
Within 30 days of AGM |
| Annual return |
MGT-7 or MGT-7A |
Within 60 days of AGM |
| Director KYC |
DIR-3 KYC-Web |
Once every three financial years, by 30 June |
| Deposits return (if applicable) |
DPT-3 |
By 30 June |
| MSME payment dues (if applicable) |
MSME-1 |
Half-yearly |
| Income tax return |
ITR-6 |
31 October |
Small companies, one-person companies and dormant companies have a lighter board-meeting rule:
one meeting in each half of the year, with a gap of up to 90 days.
MCA annual return due dates, worked from your AGM
The Companies Act sets due dates as offsets from the AGM, not as fixed calendar days. Here is the
calculation for a company holding its AGM on 30 September 2026, the last permitted day for a
March 2026 year-end:
| Filing |
Rule |
Due date |
| AGM |
6 months from year-end |
30 September 2026 |
| ADT-1 |
15 days after AGM |
15 October 2026 |
| AOC-4 |
30 days after AGM |
30 October 2026 |
| MGT-7 / MGT-7A |
60 days after AGM |
29 November 2026 |
If you hold the AGM earlier, every date moves up with it. A company that meets in August has to
file AOC-4 in September. Some published calendars show AOC-4 as 29 October; counting 30 days from
30 September gives 30 October, so work from your own AGM date and don't rely on a generic table.
A first AGM gets longer: nine months from the end of the first financial year. For later years,
the Registrar can extend the AGM date by up to three months on application.
The ROC annual filing process, step by step
The ROC annual filing process is sequential. Skipping or reordering steps is the most common
reason filings get rejected or delayed.
1
Close the books
Prepare the balance sheet, profit and loss account and notes.
2
Complete the statutory audit
The auditor's report must exist before the board approves the accounts.
3
Hold a board meeting
Approve the financial statements and the Board's report, and fix the AGM date and notice.
4
Issue AGM notice
Send it to members, directors and the auditor.
5
Hold the AGM
Adopt the accounts and record the minutes.
6
File ADT-1
Needed if an auditor was appointed or reappointed to a new term.
7
File AOC-4
File on the MCA V3 portal with the adopted statements attached.
8
File MGT-7 or MGT-7A
Include the shareholding pattern and director details as they stood on the year-end.
9
File the income tax return
Then update statutory registers and keep the SRN receipts.
Because the
forms record AGM facts, you cannot file AOC-4 or MGT-7 before the AGM takes place.
What late filing costs
Two separate charges apply when AOC-4 or MGT-7 is late.
The additional fee. Since 1 July 2018 this is ₹100 per day, per form, with no cap. If both forms are 60 days late, that is 2 × 60 × ₹100 = ₹12,000 before the normal filing fee.
Statutory penalties. Under Section 137(3) for financial statements and Section 92(5) for the annual return, the company can be penalised ₹10,000 plus ₹100 per day, up to ₹2,00,000. Officers in default face penalties of up to ₹50,000 each. These are separate from the additional fee, which is why a six-month delay can cost far more than the arithmetic of the daily fee suggests.
The longer-term risk is worse than the money. Directors of a company that has not filed financial
statements or annual returns for three continuous financial years become liable to
disqualification under Section 164 of the Companies Act. The Registrar can also begin strike-off
proceedings under Section 248 against a company that has stopped filing. If a name has already
been struck off, our team handles company revival.
Rule changes that affect this year's filing
MCA V3 portal. AOC-4 and its variants now file on the V3 portal, and the older V2 route was disabled in mid-2025. Digital signature certificates still have to be valid and registered.
Director KYC is triennial. Notification G.S.R. 943(E) of 31 December 2025, effective 31 March 2026, changed DIR-3 KYC from annual to once every three financial years, with a 30 June deadline. Commentary is not uniform on exact cycle dates for directors who filed in FY 2025-26, so check each director's status on the portal before assuming they are covered. The ₹5,000 reactivation fee for a deactivated DIN is unchanged. See our DIR-3 KYC filing service.
CCFS-2026. The Companies Compliance Facilitation Scheme let defaulting companies clear overdue filings by paying 10% of the accumulated additional fee. It was launched by General Circular 01/2026 and extended to 31 August 2026 by General Circular 03/2026, so it is closed as of this article's date. Check mca.gov.in for any further relief before paying full late fees.
Already behind on filings?
Start with an inventory, not a form. List every financial year with missing AOC-4 or MGT-7,
because each year has to be filed on the accounts of that year, adopted at a properly convened
AGM. The additional fee runs year by year, and so does the director-disqualification clock.
Filing the oldest year first generally stops the multi-year default from compounding.
How LegalDev handles annual compliance
Our team of Chartered Accountants and corporate legal experts works from the AGM date backwards.
We confirm your size classification, list every filing that applies to your company (including
conditional ones like DPT-3 and MSME-1), prepare and file AOC-4 and MGT-7/7A, and handle ADT-1
auditor appointment filings. We also coordinate with your tax filings, including the ITR-6
return. If you are behind, we map the defaults year by year before any fee is paid. Talk to our
compliance team with your incorporation date and last AGM date, and we will tell you what is due
and what it will cost.
Frequently asked questions
Yes. Every registered company files AOC-4 and MGT-7/7A each year, with nil figures if there was no turnover. A dormant status has to be applied for separately.
AOC-4 is due 30 days after the AGM and MGT-7/7A 60 days after it. For a 30 September 2026 AGM, those are 30 October and 29 November 2026.
₹100 per day per form with no cap, plus separate penalties under Sections 137(3) and 92(5) that can reach ₹2,00,000 on the company.
No. Both forms record AGM details, and AOC-4 attaches statements adopted at the meeting.
For any year after the first, the Registrar may extend the date by up to three months on application. Hold the meeting within the extension, then file.
MGT-7A if you are a one-person company or a small company (paid-up capital up to ₹10 crore and turnover up to ₹100 crore, excluding holding and subsidiary companies). Otherwise MGT-7.
Yes. Financial statements for the first financial year are due even if the company was incorporated shortly before year-end. The first AGM is due within nine months of that year-end.
No. DIR-3 KYC moved to a three-year cycle from 31 March 2026. Directors with a deactivated DIN still have to file and pay ₹5,000 to reactivate.
The Registrar can strike the company off under Section 248, and directors face disqualification under Section 164 after three continuous years of non-filing.
Only through MCA relief circulars. The most recent was CCFS-2026, which closed on 31 August 2026. Without a live scheme, the full additional fee applies.