This guide is general information. If you would rather a chartered accountant handled it, see Annual ROC Filing (AOC-4, MGT-7) or Director KYC (DIR-3 KYC).
Every company must meet certain compliances every year, whether or not it earns revenue. Missing them leads to fees that grow daily and, eventually, director disqualification.
Checklist
- Hold at least four board meetings a year, with the gap between two meetings not exceeding 120 days
- Get accounts audited by a statutory auditor
- Hold the Annual General Meeting within six months of the financial year end
- File Form AOC-4 within 30 days of the AGM
- File Form MGT-7 or MGT-7A within 60 days of the AGM
- File Form ADT-1 when an auditor is appointed
- File director KYC as per current MCA requirements
- File Form DPT-3 for outstanding loans and deposits, as applicable
- File MSME-1 for outstanding payments to micro and small suppliers, as applicable
- Maintain statutory registers and minutes
Tax and other filings
- Income tax return and tax audit if applicable
- TDS returns and GST returns
- PF and ESI if applicable
What delay costs
For AOC-4 and MGT-7, an additional fee of ₹100 per day applies with no upper limit. Continued non-filing can lead to disqualification of directors and striking off of the company.
Tip
Prepare an annual calendar at the start of the financial year and assign owners to each date. Read our compliance calendar for recurring dates.
A suggested annual timeline
| Period | What to do |
|---|---|
| April to June | Close the books, begin the audit, file Form DPT-3 where applicable by 30 June |
| July to August | Finish the audit, approve accounts at a board meeting, issue notice for the AGM |
| By 30 September | Hold the AGM, complete director KYC if due, file ADT-1 if an auditor was appointed |
| Within 30 days of AGM | File Form AOC-4 |
| Within 60 days of AGM | File Form MGT-7 or MGT-7A |
| October | File the MSME half-yearly return where applicable |
| Through the year | Hold board meetings, update registers, file event-based forms |
Event-based filings that people forget
- Change of directors: file the director appointment or resignation form within 30 days.
- Allotment of shares: file the return of allotment within 30 days.
- Change of registered office, name or capital: each has its own form and time limit.
- Charges created on assets for a loan: file the charge form within the time allowed.
Records to maintain
Keep the register of members, directors and charges, the minutes of board and general meetings, copies of notices and attendance records. These are statutory records and are checked in audits and due diligence. Poor records can cause delay when a bank, investor or buyer examines the company.
Common problems we see
- Audit started too late, so the AGM and filings run past the due dates.
- Board meetings held on paper only, with no minutes or with dates that do not match records.
- Directors' loans to the company not reported correctly.
- Shareholding data in the annual return different from the register of members.
- Digital signatures expired when forms are due.
Practical tips to stay ahead
Plan the year in advance. Fix the dates of the four board meetings in April, and the AGM in August. Appoint the auditor early and agree a time plan. Keep the register of members and the share ledger updated as events happen. Renew digital signatures in time. Keep a single folder for each year, with the board report, audited accounts, minutes, notices and acknowledgements, so that due diligence by a bank or investor takes hours, not weeks.
What a clean record gives you
A clean compliance history makes fundraising, bank loans, tenders and sale of the business smoother, since buyers and lenders review MCA filings. It also protects directors from disqualification and personal penalty. The cost of compliance is small compared with the cost of fixing years of default at once.
Who should own compliance in a small company
In a small company without a company secretary, the director who looks after finance often ends up owning compliance by default. It is better to name an owner explicitly, record it in a board note, and agree a backup. Review the calendar with your chartered accountant or company secretary at the start of each quarter, and brief the board on what is coming. Compliance managed by one person who leaves is a common cause of sudden defaults.
Official sources
The Companies Act, 2013 and the rules made under it, and the MCA portal's notifications and circulars, are the official sources for due dates, forms and fees. Check them or ask your company secretary before the season starts, because circulars sometimes extend dates or change forms in the middle of the year. Keep a copy of any circular you rely on with your annual compliance file.
Frequently asked questions
Are the annual filings required if the company is dormant?
Yes. A dormant company must still file annual accounts and the annual return. A company can apply for dormant status, which has its own conditions and filings.
How many board meetings are required?
At least four a year, with no more than 120 days between two meetings. One person companies and small companies have relaxations.
Can the AGM be held at short notice?
Yes, with the consent of the required majority of members, and in line with the provisions. Documented consent is important.
What if the AGM is not held on time?
The company and its officers can be penalised, and the delay can push back the due dates of AOC-4 and MGT-7. The Registrar can also grant an extension in limited cases if applied for before the due date.
This content is for general information and does not constitute professional advice. Laws, rates and due dates change; confirm the current position for your case. Section references are to the Income-tax Act, 1961 unless stated; the Income-tax Act, 2025 applies to later periods with renumbered sections.