What is Annual ROC Filing (AOC-4, MGT-7)?
Annual ROC filing means submitting your company's audited financial statements (Form AOC-4) and annual return (Form MGT-7 or MGT-7A) to the Registrar of Companies every year. These filings are mandatory for all companies, even those with no turnover. Delay attracts additional fees and can lead to director disqualification.
Who needs it
- All private limited companies and OPCs, whether or not they carry on business.
- Public limited companies and Section 8 companies.
- Companies with pending filings from earlier years that need to catch up.
- Companies planning fund raising or due diligence, where a clean compliance record matters.
- Directors who want to avoid disqualification risk from non-filing.
Benefits
- Filings made within due dates, with no additional fees.
- Company's status stays active on the MCA portal.
- Directors protected from disqualification under the Companies Act.
- A tidy compliance record for investors, banks and buyers.
- One annual calendar covering the AGM, filings and director KYC.
Small companies and OPCs
Small companies and one person companies enjoy some relaxations, such as a simpler annual return and fewer board meetings. The conditions depend on paid-up capital and turnover limits that have been revised, so we confirm your category before preparing the forms.
What goes into the board report
The board report accompanies the financial statements and covers the matters the Companies Act specifies, with the detail required depending on the size of the company.
- State of the company's affairs and any change in the nature of business
- Directors' responsibility statement and details of board meetings
- Details of loans, guarantees and investments, and related-party transactions
- Auditor's observations and the management's reply
- Other disclosures required by the Companies Act, depending on the size of the company
A timeline you can follow
Every ROC date is counted from the annual general meeting, so the AGM date effectively sets the rest of the year.
| When | Step |
|---|---|
| April to June | Close the books and start the audit |
| July to August | Approve accounts at a board meeting and send the AGM notice |
| By 30 September | Hold the AGM and complete director KYC if due |
| Within 30 days of the AGM | File AOC-4 |
| Within 60 days of the AGM | File MGT-7 or MGT-7A |
If the AGM is held earlier, the filing dates move earlier too, so many companies hold the AGM in August to leave a margin.
A tip for the first filing
For a newly incorporated company, the first financial year can be longer than twelve months, which affects the AGM and filing dates. Confirm the dates with us before you plan the audit, so you neither rush nor miss them.
Points that often confuse directors
Four misunderstandings account for most late filings, and the first of them is the most expensive.
- The ROC filing dates follow the AGM date, so holding the AGM late pushes everything else late.
- A company with no turnover still files; a nil-activity year is not a year off.
- Filing AOC-4 and MGT-7 does not replace the income tax return; they go to different authorities.
- Director KYC and annual ROC filing are separate: one is personal to each director, the other is the company's.
Official sources: the MCA portal and the Companies Act, 2013 describe the forms, fees and due dates.
Documents required
- 01Audited financial statements with the auditor's report
- 02Draft board report and notice of AGM
- 03List of shareholders and directors, and shareholding pattern
- 04Details of loans, deposits and related-party transactions
- 05Digital signatures of directors and the auditor
- 06Previous annual return and ROC filings
- 07Minutes of board meetings and the AGM
- 08Director KYC status and DIN details
Due dates and penalties
| Item | Due date | If missed |
|---|---|---|
| Annual General Meeting | 30 September (within 6 months of year end) | Penalty on the company and officers |
| Form AOC-4 (financial statements) | Within 30 days of the AGM | Additional fee of ₹100 per day, no cap |
| Form MGT-7 or MGT-7A (annual return) | Within 60 days of the AGM | Additional fee of ₹100 per day, no cap |
| DIR-3 KYC for directors | As per current MCA rules (historically 30 September each year) | Late fee of ₹5,000 to reactivate the DIN |
| Form DPT-3 (return of deposits and outstanding loans) | 30 June every year | Additional fee and penalty |
Due dates can be extended by MCA circulars. We confirm the current dates before the filing season.
Mistakes to avoid
- Treating a dormant company as exempt. Filings are required even with nil activity.
- Letting the additional fee accumulate for several years, because it has no cap.
- Holding the AGM late or without proper notice.
- Not completing director KYC, which deactivates the DIN.
- Forgetting DPT-3 for outstanding loans from directors or others.
- Mismatch between audited accounts, tax filings and ROC records.
Why PHMG
- Partner-led: a chartered accountant reviews your work, not only a junior team.
- Clear fee and scope in writing before we start.
- Deadlines tracked for you, with reminders well before the due date.
- Your documents and data are handled confidentially.
- Online service across India, with a single point of contact.
Fees depend on your case. Request a quote for a clear scope and fee.