ROC returns filed before the deadline, every year.
ROC annual filing is the ONE compliance where a 3-year default triggers automatic 5-year director disqualification across ALL companies under Section 164(2) of the Companies Act 2013. Miss it three years running and your directors — even on profitable, compliant boards — lose their DINs. Miss even one year and ₹100/day late fee accumulates with NO UPPER CAP. For FY 2025-26, AOC-4 (financial statements under Section 137) is due by 30 October 2026 · MGT-7 (annual return under Section 92) by 29 November 2026 · both within 30 and 60 days of AGM (held by 30 September). The biggest 2026 change: DIR-3 KYC moved from annual to a 3-year cycle — for DIN allotted before 31 March 2025 with prior KYC, next filing falls in April-June 2028. Miss it and DIN deactivates with ₹5,000 reactivation fee. Everything happens on MCA V3 (mandatory portal, V2 deprecated); ROC jurisdictions were reorganised in February 2026. We handle the full stack: AGM planning, Board Resolutions, ADT-1, AOC-4 (with XBRL/CFS if applicable), MGT-7/MGT-7A, DIR-3 KYC, DPT-3, MSME-1, and 15+ event-based forms.
- AGM planning + Board Resolution + Directors' Report drafting
- AOC-4 filing (financial statements · Section 137 · 30 days of AGM)
- MGT-7/MGT-7A filing (annual return · Section 92 · 60 days of AGM)
- DIR-3 KYC (new 3-year cycle from FY 2025-26 · by 30 June)
- DPT-3 (deposits return) + MSME-1 (half-yearly) + ADT-1 (auditor)
- MCA V3 portal filing + SRN tracking + compliance certificate
The ROC annual filing cycle in 2026
ROC compliance is Companies Act 2013 territory — separate from Income Tax and GST. Understand AGM → AOC-4 → MGT-7 → DIR-3 KYC → DPT-3 → MSME-1 and the 15+ event-based forms.
Every company under Companies Act 2013 must file annually:
- AOC-4 — financial statements, within 30 days of AGM (Section 137)
- MGT-7 / MGT-7A — annual return, within 60 days of AGM (Section 92)
- ADT-1 — auditor intimation, within 15 days of AGM (Section 139)
- DIR-3 KYC — every 3 years by 30 June (NEW cycle from FY 2025-26)
Trigger-based half-yearly + annual filings:
- DPT-3 — deposits + inter-co loans, by 30 June (Rule 16A)
- MSME-1 — half-yearly if MSME dues > 45 days (31 Oct + 30 Apr)
- INC-20A — commencement of business, 180 days from incorporation
AGM under Section 96:
- Must be held within 6 months of FY end (by 30 Sep for 31 March year-end)
- 21 clear days' notice mandatory to all shareholders
- Extension up to 3 months possible via Form GNL-1
Enforcement:
- Late fee: ₹100/day NO CAP for AOC-4 + MGT-7
- 3 consecutive years default → Section 164(2) 5-year director disqualification
- DIR-3 KYC missed → DIN deactivation + ₹5,000 reactivation
File ROC annual returns if you...
- You're a Private Limited Company, OPC, or Public Company — AOC-4 and MGT-7 are mandatory annually under Sections 137 and 92 of Companies Act 2013 · ₹100/day late fee with NO upper cap
- You're an LLP — Form 8 (Statement of Accounts by 30 Oct) and Form 11 (Annual Return by 30 May) are mandatory under LLP Act 2008 · penalty ₹100/day + directors' disqualification risk
- You have DIN and are an active director — DIR-3 KYC due once every 3 years from FY 2025-26 (was annual) · missing = DIN deactivation + ₹5,000 reactivation fee
- You want to avoid Section 164(2) disqualification — 3 consecutive years of default on annual filings triggers automatic director disqualification for 5 years across ALL companies (not just the defaulting one)
- You have subsidiaries / associates / joint ventures — AOC-4 (CFS) Consolidated Financial Statements mandatory under Section 129(3) · additional XBRL if capital ≥ ₹5 Cr or turnover ≥ ₹100 Cr
- You accepted loans, deposits, or non-deposit transactions during FY — DPT-3 by 30 June annually under Rule 16A of Companies (Acceptance of Deposits) Rules · covers even inter-company loans
Skip / use other service if you...
- You're a sole proprietor or partnership firm (not registered under Companies Act / LLP Act) — no ROC obligations; you file ITR + GST + TDS only
- You're a salaried individual with no directorship — no MCA obligations; only your Form 16 + ITR filing
- Your company was struck off by ROC or voluntarily closed — no ROC filings due, but check if reactivation is planned (would need catch-up filings)
- You're a listed company with dedicated CS/legal team — you likely have in-house filing capability; we help only where advisory support needed
- You already have ROC compliance under active retainer with a CS firm — no duplicate service needed; get in touch if you want to switch or need review
What full ROC compliance actually delivers
Every benefit anchored to specific Sections of Companies Act 2013 and 2025-26 MCA rule changes.
Section 92 · MGT-7 Annual Return
Under Section 92 of the Companies Act 2013, every company must file Form MGT-7 (or MGT-7A for OPC + small companies) within 60 days of the AGM. This annual return contains the company's complete corporate identity as of 31 March: registered office, business activities, principal products (with NIC codes), shareholding structure, directors + KMPs, indebtedness, meetings held, penalties + compounding, remuneration, share transfers, and shareholder disclosures. For a 30 Sep AGM, MGT-7 is due by 29 Nov. Late fee: ₹100/day with no upper cap under Section 92(5). Consecutive defaults for 3 years trigger Section 164(2) automatic director disqualification.
Section 137 · AOC-4 Financial Statements
Under Section 137 of the Companies Act 2013, every company must file Form AOC-4 with audited financial statements within 30 days of the AGM. This includes the balance sheet, profit and loss statement, cash flow statement (if applicable), notes to accounts, auditor's report under Section 143, and directors' report. Consolidated financial statements (AOC-4 CFS) apply if there are subsidiaries, associates, or joint ventures. AOC-4 XBRL is mandatory for listed companies and companies with paid-up capital ≥ ₹5 Cr or turnover ≥ ₹100 Cr. For 30 Sep AGM, AOC-4 is due by 30 Oct. Late fee: ₹100/day with no upper cap.
DIR-3 KYC · New 3-Year Cycle from FY 2025-26
The biggest 2026 ROC change: DIR-3 KYC moved from annual to a 3-year cycle under MCA amendment effective FY 2025-26. Every person holding a DIN as on 31 March must file DIR-3 KYC (form) or DIR-3 KYC-WEB (web-based confirmation) by 30 June of the applicable year. For DIN allotted on/before 31 March 2025 with KYC done for FY 2024-25, next filing falls between April-June 2028. Between cycles, updates within 30 days for any change in email/mobile. Missing DIR-3 KYC = DIN deactivation + ₹5,000 reactivation fee. Deactivated DIN means the director cannot sign any form on MCA — cascading compliance failure.
DPT-3 · Deposits + Non-Deposit Loans
Under Rule 16A of Companies (Acceptance of Deposits) Rules 2014, every company (other than government companies) must file Form DPT-3 by 30 June annually reporting outstanding money received from directors, holding/subsidiary/associate companies, share application money pending allotment beyond 60 days, and any other borrowings not covered as deposits. Even inter-company loans and shareholder loans must be reported. Companies that accept deposits under Section 73/76 have additional disclosure. Missing DPT-3 attracts Section 76A penalty (₹1 crore or twice deposit amount) + additional daily late fees.
MSME-1 · MSME Suppliers Half-Yearly
Under Section 405 of Companies Act read with MCA Notification of Jan 2019, every company must file Form MSME-1 half-yearly disclosing outstanding dues to MSME suppliers exceeding 45 days from date of acceptance. H1 (April-September dues) by 31 October; H2 (October-March dues) by 30 April. This applies only to companies with outstanding MSME dues; nil MSME dues means no filing. Non-filing attracts penalty under Section 405(4) — ₹20,000 initial + ₹1,000/day continuing, plus reputational damage as MSME suppliers get government protection under MSMED Act 2006 with 15-45% interest.
ADT-1 + INC-20A · Event-Based Compliance
Beyond annual filings, event-based ROC forms create their own timelines. Form ADT-1 (Auditor Intimation) is filed within 15 days of AGM under Section 139(1) whenever an auditor is appointed or reappointed. Form INC-20A (Commencement of Business) must be filed within 180 days of incorporation for companies with share capital under Section 10A. Missing INC-20A = company cannot commence business + bank cannot allow withdrawals + ₹50,000 company penalty + ₹1,000/day director penalty (capped ₹1 lakh) + potential striking off. Our retainer tracks 20+ event-based triggers automatically.
Coming soon: the full ROC annual cycle
Audit → AGM → ADT-1 → AOC-4 → MGT-7 — the whole 8-month cycle in 2 minutes.
3-stage ROC annual lifecycle
Green = audit + books closure (Apr-Aug). Gold = AGM (Aug-Sep) mandatory by 30 September. Blue = post-AGM filings (Oct-Nov) with critical deadlines. Miss the 30 Sep AGM and cascading late fees begin.
Audit + Books Closure
Books closed by 31 March. Trial balance finalised. Statutory audit begins under Section 143. Auditor issues management letter + audit report + CARO 2020 report. Directors' Report drafted. DPT-3 by 30 June for deposits/inter-co loans.
DIR-3 KYC (3-year cycle)
Every DIN holder files DIR-3 KYC or KYC-WEB by 30 June of applicable year. New cycle: once every 3 years from FY 2025-26. For DIN allotted before 31 Mar 2025 with prior KYC, next filing due April-June 2028.
Board Meeting
Board of Directors meets to approve audited financial statements + Directors' Report + set AGM date. Register of Members updated. E-voting facility set up if applicable. Minimum 4 board meetings per FY under Section 173.
AGM Notice
AGM notice sent to all shareholders + auditor + directors with 21 clear days' notice. Explanatory Statement for special business. Late notice = AGM invalid + resolutions void. Notice includes agenda + proxies + voting procedure.
AGM Held (Section 96)
AGM conducted (physical/virtual/hybrid). Resolutions passed: (a) adoption of accounts, (b) dividend if any, (c) reappointment of directors, (d) reappointment of auditor. Minutes signed within 30 days by Chairman. Section 99 penalty ₹1L + ₹5K/day if late.
ROC Forms Filed on V3
ADT-1 within 15 days of AGM (~15 Oct). AOC-4 within 30 days (~30 Oct) — DSC signed by director + auditor. MSME-1 H1 by 31 Oct if MSME dues. MGT-7 within 60 days (~29 Nov). Compliance certificate delivered. All SRNs tracked.
ROC filing obligations — 6 scenarios
Documents for ROC compliance
Audited financials + Board resolutions + MCA V3 access. Most retainer clients share via secure portal. Statutory auditor coordination handled by our team.
Financial Statements + Audit
- Audited balance sheet as on 31 March
- Audited profit and loss statement for FY
- Cash flow statement (if turnover ≥ ₹50 Cr)
- Notes to accounts + accounting policies
- Auditor's Report under Section 143
- CARO 2020 Report (if applicable)
Corporate Governance
- Board Resolutions (financials approval, AGM notice)
- Directors' Report + Annexures
- AGM Notice + Explanatory Statement
- Extract of Annual Return (MGT-9 if applicable)
- Auditor appointment resolution (ADT-1)
- CSR Report (Section 135 if applicable)
MCA V3 + KYC
- Active Class 3 DSC of authorised director
- MCA V3 login credentials
- DIN of all directors (KYC status verified)
- PAN of company + all directors
- Aadhaar of directors (for DIR-3 KYC)
- MCA V3 registered mobile + email
Calculate your ROC compliance cost
Enter your entity type, directors count, subsidiaries, turnover, and XBRL applicability. See exact annual professional + MCA + GST total in real time. Auto-detects Small Company qualification, XBRL threshold, CFS requirement, and event-based forms.
Pre-FY 2025-26 vs FY 2025-26+ ROC compliance · What changed?
16 dimensions comparing pre-April 2025 ROC compliance vs FY 2025-26+ regime. DIR-3 KYC 3-year cycle is the biggest change; most other rules stable. February 2026 ROC jurisdictional reorganisation to be verified on MCA V3.
| Criteria | New Regime · FY 2025-26+ | Old Regime · Pre-Apr 2025 | Impact | Action |
|---|---|---|---|---|
| DIR-3 KYC frequency | Once every 3 years | Every year | 2 fewer filings per 3 years | Update SOPs · avoid extra filing |
| MCA portal | MCA V3 mandatory | V2 (deprecated) | Full workflow shift | Register on V3 · verify DSC |
| AOC-4 due date | 30 days from AGM | 30 days from AGM (unchanged) | Same rule | File by 30 Oct 2026 (typical) |
| MGT-7 due date | 60 days from AGM | 60 days from AGM (unchanged) | Same rule | File by 29 Nov 2026 (typical) |
| AOC-4 late fee | ₹100/day · NO CAP | ₹100/day · NO CAP | Unchanged | File on time to avoid |
| MGT-7 late fee | ₹100/day · NO CAP | ₹100/day · NO CAP | Unchanged | File on time to avoid |
| DIR-3 KYC non-compliance | DIN deactivation + ₹5,000 | DIN deactivation + ₹5,000 | Unchanged | File by 30 June (3-yr cycle) |
| OPC AOC-4 due | 180 days from FY end (~27 Sep) | 180 days from FY end | Unchanged | OPC-specific timeline |
| LLP Form 11 due | 30 May annually | 30 May annually | Unchanged | LLP-specific compliance |
| LLP Form 8 due | 30 October annually | 30 October annually | Unchanged | LLP-specific compliance |
| DPT-3 (Deposits Return) | 30 June annually | 30 June annually | Unchanged | Even inter-co loans |
| MSME-1 half-yearly | 31 Oct + 30 Apr | 31 Oct + 30 Apr | Unchanged | Only if MSME dues > 45 days |
| Director disqualification | Sec 164(2) · 3 consecutive years | Sec 164(2) · 3 consecutive years | Unchanged | Never default 3 years |
| AOC-4 XBRL threshold | Capital ≥ ₹5 Cr / Turnover ≥ ₹100 Cr | Same thresholds | Unchanged | Structured filing if hit |
| ROC jurisdictions | Reorganised Feb 2026 | Pre-Feb 2026 jurisdictions | Check current ROC | Verify on MCA V3 |
| Our annual fee | ₹5,000-19,999 all-in | Similar pricing | Same range | Choose plan by size |
20+ ROC forms mapped to trigger · The definitive chart
Every ROC form categorised by trigger: annual (AOC-4/MGT-7), 3-year cycle (DIR-3 KYC), half-yearly (MSME-1), trigger-based (DPT-3), and 8 event-based forms. Section 164(2) enforcement banner. Timeline shown for FY 2025-26 (30 Sep 2026 AGM).
Sign-up to compliance certificate · The 6-month path
4 critical milestones spanning April to November. From audit prep to compliance certificate — 8 months end-to-end. Backlog clearance for defaulting companies handled separately (15-90 days depending on years missed).
Books closure + audit start
By 31 March, all books must be closed. April-June: trial balance finalisation, GST reconciliation, TDS reconciliation, statutory audit begins. Auditor issues management letter and audit report under Section 143. Directors' Report drafted.
DPT-3 due 30 June regardless of AGM dateBoard Meeting + AGM Notice
Board of Directors meets to approve audited financial statements + Directors' Report + set AGM date. AGM notice (21 clear days) sent to all shareholders + auditor + directors. E-voting facility set up if applicable. Register of Members updated.
Late notice = AGM invalid · resolutions voidAGM held by 30 September
AGM conducted (physical/virtual/hybrid per notification). Resolutions passed: (a) adoption of accounts, (b) declaration of dividend if any, (c) reappointment of directors, (d) reappointment of auditor, (e) any special business. Minutes signed within 30 days by Chairman.
Section 96 mandates AGM by 30 September for 31 March year-endROC forms filed on MCA V3
ADT-1 (auditor) within 15 days of AGM (~15 Oct). AOC-4 (financial statements) within 30 days of AGM (~30 Oct) — DSC-signed by director + auditor. MSME-1 H1 by 31 Oct if MSME dues. MGT-7 within 60 days of AGM (~29 Nov). Compliance certificate delivered.
₹100/day late fee with no cap · file 5 days before due date6 common ROC mistakes — and how to avoid them
#1 fatal: 3-year AOC-4/MGT-7 default triggering Section 164(2). Costliest: DIN deactivation cascading to all filings. Trap: DPT-3 forgotten for inter-company loans.
Missing AOC-4 or MGT-7 for 3 consecutive years
The single most dangerous ROC compliance failure. Under Section 164(2) of the Companies Act 2013, if a company fails to file annual returns or financial statements for 3 consecutive financial years, every director of that company becomes automatically disqualified for 5 years across ALL companies (not just the defaulting one). This means a director sitting on 4 boards gets disqualified from all 4. Late fee alone can cross ₹1 lakh per form (₹100/day × 3 years) — but disqualification is career-ending, cannot be appealed except through NCLT. Plus company gets marked as "inactive" and struck off from ROC register.
Missing DIR-3 KYC and losing DIN
Every DIN holder must file DIR-3 KYC by 30 June of the applicable year (now 3-year cycle from FY 2025-26). Missing = DIN automatically deactivated on 1 July. A deactivated DIN means the director cannot sign any MCA form — cascading impact: AOC-4/MGT-7 filings blocked, board resolutions cannot be filed, new company incorporations blocked, bank account operations may be affected. Reactivation requires filing DIR-3 KYC with ₹5,000 additional fee. Worse, if reactivation is delayed and AOC-4/MGT-7 deadlines pass, ₹100/day late fee accumulates.
Filing INC-20A after 180 days of incorporation
Every company with share capital incorporated must file Form INC-20A (Commencement of Business) within 180 days of incorporation under Section 10A of Companies Act. Missing this triggers: (a) company cannot commence business legally, (b) bank freezes withdrawals, (c) ₹50,000 penalty on company, (d) ₹1,000/day penalty on every officer in default capped at ₹1 lakh, (e) risk of striking off by ROC. Very common trap for new founders busy with product/customers who forget the compliance clock. Also affects DPIIT startup recognition.
Missing DPT-3 for inter-company loans
A widely misunderstood filing: DPT-3 is not just for deposit-accepting companies. Under Rule 16A, every company that has outstanding money from directors, shareholders, inter-company loans, or share application money pending allotment beyond 60 days must file DPT-3 by 30 June annually. Most private companies have some form of director loan or intercompany balance and forget to disclose. Missing DPT-3 attracts penalty up to ₹1 crore or twice deposit amount under Section 76A, plus per-day continuing offence charges.
Wrong classification as small company vs regular
A small company under Section 2(85) requires paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore. Small companies use MGT-7A (simplified), need only 2 board meetings/year (not 4), and get relaxed CSR/audit committee rules. Wrong classification: filing MGT-7A when company crossed threshold = return rejected + late fee accrues. Filing MGT-7 (long form) when company qualifies as small = additional compliance overhead unnecessarily. Threshold assessment must be done fresh each FY.
Using expired or wrong DSC on MCA V3
MCA V3 filings require Class 3 DSC (Digital Signature Certificate) of the authorised director + auditor. DSCs expire in 2 years typically. Common issues: DSC expired mid-filing (form gets rejected), wrong DSC associated with DIN (needs re-registration), DSC not registered on V3 portal (V2 registration doesn't carry forward), Aadhaar mismatch between DSC and DIN. Each rejection wastes filing SRN + attracts late fee if near deadline.
Pick your plan
Small Company (Sec 2(85))? ₹5,000/yr with MGT-7A. Regular Pvt Ltd with 1-3 subsidiaries? ₹10,000/yr. XBRL or CFS needed? ₹21,000/yr with multi-entity coverage.
- AOC-4 (audited financial statements) filing
- MGT-7A (simplified annual return) filing
- ADT-1 auditor intimation filing
- DIR-3 KYC for up to 2 directors
- Board Resolution + AGM Notice drafting
- AGM planning + minutes template
- Compliance certificate + acknowledgment
- MCA V3 filing + SRN tracking
- DPT-3/MSME-1 extra if applicable · CS certification separate
- Everything in Small Company Plan +
- MGT-7 (full annual return) with all annexures
- DPT-3 (Deposits Return) filing
- MSME-1 half-yearly filings (both cycles)
- DIR-3 KYC for up to 5 directors
- CSR Report drafting (Section 135 if applicable)
- Auditor appointment/change support
- Event-based filing (INC-22, MGT-14, DIR-12)
- Compliance calendar dashboard
- CS quarterly review call
- XBRL filing separate · Consolidated FS separate · Litigation separate
- Everything in Growth Company Plan +
- AOC-4 XBRL filing (capital ≥ ₹5 Cr / turnover ≥ ₹100 Cr)
- AOC-4 CFS (Consolidated Financial Statements)
- Multi-entity group compliance (up to 5 companies)
- MGT-8 Secretarial Audit (if applicable)
- Board Meeting minutes drafting (4/year)
- Related Party Transactions register
- Beneficial Ownership register + MSME data
- CS certification of MGT-7 (if turnover > ₹10 Cr)
- Dedicated CS compliance manager
- NCLT/court filings separate · Advisory retainer separate
Prefer a call back?
Leave your number and a good time — we call within business hours (Mon–Sat, 10 am–7 pm) about ROC Annual Filing.
ROC desk
The Tax Paramarsh desk
"ROC compliance is where founders get careless. It's an annual thing, easy to forget, and the immediate consequences look small — ₹6,000 late fee for a 60-day-late AOC-4 doesn't feel catastrophic. Then it becomes routine. Two years pass. Three years pass. And suddenly every director in that company is disqualified for 5 years across ALL their boards under Section 164(2). That's the trap. We've rescued 8 clients from Section 164(2) since Jan 2023 — each rescue costs ₹1-3 lakh in professional fees, ₹4-8 lakh in accumulated late fees, and 60-120 days in NCLT. Compare that to our annual retainer: ₹5,000-19,999. That's 1-2% of the rescue cost. The biggest 2026 shift is DIR-3 KYC moving to a 3-year cycle from FY 2025-26. Everyone who filed KYC in FY 2024-25 now doesn't need to file again until April-June 2028. That's 66% less compliance work for directors — but it also means people forget the deadline more easily. We track the cycle for every director we manage. And MCA V3 is mandatory now — V2 is deprecated, DSCs need fresh registration on V3, forms are pre-populated from company master data, and the SRN tracking is real-time. My team runs a 5-day buffer schedule: audit done by end-July, Board Meeting by mid-August, AGM by 25-28 September (before 30 Sep), ADT-1 within 5 days of AGM, AOC-4 within 20 days of AGM, MGT-7 within 45 days of AGM. Zero directors on our books have ever triggered Section 164(2). And there's a category everyone forgets: DPT-3 for inter-company loans. Even a small ₹5 lakh loan from director to company or between two family Pvt Ltds triggers DPT-3 disclosure by 30 June. Penalty up to ₹1 crore under Section 76A if missed. Our retainer includes automatic DPT-3 audit at 31 March. ROC compliance is boring when it's working — which is exactly what you want."
What companies say after our ROC retainer
Common questions
Straight answers on 2026 ROC annual filing. Still curious? WhatsApp us anything.
What are the main ROC annual filings every company must do?
Every company registered under the Companies Act 2013 must complete an annual compliance cycle with the Registrar of Companies (ROC) — this is separate from Income Tax and GST compliance. The core annual filings are:
- Hold Annual General Meeting (AGM) under Section 96 — within 6 months of FY end (by 30 September for 31 March year-end). AGM approves financial statements, declares dividends, reappoints auditor, and passes routine resolutions.
- Form ADT-1 (Auditor Intimation under Section 139): filed within 15 days of AGM whenever auditor is appointed or reappointed.
- Form AOC-4 (Financial Statements under Section 137): filed within 30 days of AGM. Includes audited balance sheet, P&L, cash flow (if applicable), auditor's report, directors' report, and CARO 2020 report if applicable.
- Form MGT-7 or MGT-7A (Annual Return under Section 92): filed within 60 days of AGM. Contains corporate profile, shareholding, directors, meetings, indebtedness, related party transactions.
- Form DIR-3 KYC (Director KYC): filed by 30 June of applicable year — from FY 2025-26 required only once every 3 years (was annual earlier).
- Form DPT-3 (Deposits Return under Rule 16A): filed by 30 June annually if any outstanding loans/deposits/inter-company balances.
- Form MSME-1 (MSME Dues Return): half-yearly if any MSME supplier dues exceed 45 days. H1 by 31 October, H2 by 30 April.
Additional event-based forms triggered by specific events:
- INC-20A — Commencement of Business (within 180 days of incorporation)
- DIR-12 — Change in Director/KMP
- MGT-14 — Special Resolutions
- INC-22 — Change of Registered Office
- SH-7 — Alteration of Share Capital
- PAS-3 — Return of Allotment
For LLPs: annual filings are simpler — Form 11 (Annual Return) by 30 May and Form 8 (Statement of Accounts) by 30 October. Same late fee structure (₹100/day, no cap).
What is the new DIR-3 KYC 3-year cycle?
The biggest 2025-26 ROC change: DIR-3 KYC has moved from annual to a 3-year cycle under an MCA amendment effective FY 2025-26.
Old regime (pre-FY 2025-26):
- Every DIN holder had to file DIR-3 KYC every year by 30 September
- 3 filings over 3 years
New regime (FY 2025-26 onwards):
- Every DIN holder must file DIR-3 KYC once every 3 years
- Due date: 30 June of the applicable year (changed from 30 September)
- Between cycles, updates for email/mobile changes must be filed within 30 days
- 1 filing over 3 years — 66% reduction in compliance load
How to determine your next filing date:
- DIN allotted before 31 March 2025, KYC done for FY 2024-25: Next filing due Apr-June 2028
- DIN allotted during FY 2025-26: First filing due Apr-June 2029
- New DIN allotted during FY 2026-27: First filing due Apr-June 2030
What if you miss it?
- DIN gets deactivated on 1 July of the applicable year
- Deactivated DIN means: cannot sign any MCA form, no new incorporations, existing companies cannot file AOC-4/MGT-7
- Reactivation requires filing DIR-3 KYC with ₹5,000 additional fee
- If reactivation is delayed and other filings hit deadlines, cascading ₹100/day late fees
Types of DIR-3 KYC filings:
- DIR-3 KYC (form-based): First filing of the DIN, or when updating email/mobile. Uses Class 3 DSC.
- DIR-3 KYC-WEB (web-based): Confirmatory filing for subsequent cycles when no changes needed. OTP-based validation.
Practical implications:
- Compliance calendars still listing "DIR-3 KYC due 30 September" for 2026 are using old rules — ignore them
- Companies with many directors save significantly (e.g., 10 directors × 2 years = 20 fewer filings per 3 years)
- Update internal SOPs + client communication
What is MCA V3 and how is it different from V2?
MCA V3 is the Ministry of Corporate Affairs' new online portal — the mandatory replacement for the older V2 portal (which is being deprecated). All ROC filings, forms, and services now happen exclusively through mca.gov.in V3 interface.
Key differences V2 vs V3:
- Interface: V3 is fully web-based with mobile-responsive forms; V2 was desktop-heavy with PDF downloads
- DSC: V3 requires fresh DSC registration on the portal (V2 credentials don't carry forward automatically)
- Forms: V3 forms are pre-filled from company master data; V2 required manual re-entry each time
- Attachments: V3 accepts PDF/JPG/PNG up to specific size limits; validation happens real-time
- SRN tracking: V3 gives instant SRN + status tracking on dashboard; V2 required separate search
- Payment: V3 supports Net Banking, UPI, Credit/Debit cards; V2 was limited to Net Banking
Login flow for V3:
- Register/login at mca.gov.in with User ID + password
- Two-factor authentication via OTP
- DSC association with user account (Class 3 mandatory)
- Navigate to filing forms → select company → fill → attach → sign with DSC → submit
- Payment via challan generation → SRN issued → track on dashboard
Common V3 issues:
- DSC not registered: Existing V2 DSC needs fresh association on V3 (30-minute activity)
- Company master mismatch: Some companies have stale data on V3 — needs reconciliation
- Form validation errors: V3 is stricter about data types + attachments format
- Session timeout: V3 sessions expire faster than V2 — save frequently
- Load times: V3 slows down during peak filing days (Oct-Nov, June)
February 2026 ROC reorganisation:
- MCA restructured ROC jurisdictions in Feb 2026 — some companies now report to a different ROC office
- Check your current ROC on V3 company master before filing
- Doesn't affect filing process, but affects physical correspondence + jurisdictional matters
Our V3 preparation for retainer clients:
- V3 registration + DSC association done at onboarding
- Company master reconciliation quarterly
- User access matrix set up for company + director + auditor + our team
- Backup credentials + recovery procedures documented
What is Section 164(2) director disqualification?
Section 164(2) of the Companies Act 2013 is the ROC's most powerful enforcement tool. It automatically disqualifies every director of a defaulting company — and the disqualification applies across ALL companies the director sits on, not just the defaulting one.
Triggers for automatic disqualification:
- Non-filing of financial statements (AOC-4) or annual returns (MGT-7) for a continuous period of 3 financial years
- Failure to repay deposits or interest, or redeem debentures on maturity, or pay interest on debentures for more than 1 year
- Failure to pay any dividend declared for more than 30 days
- Fraud conviction under Section 447 (jail time > 6 months)
Duration of disqualification:
- 5 years from the date of default
- Applies across every company where the individual holds a directorship
- Cannot be reduced through simple compliance catch-up — requires NCLT relief under Section 252
Cascading impact:
- Director cannot continue on ANY board (including profitable, compliant companies)
- DIN gets marked as "Disqualified" on MCA V3
- Cannot become director/promoter of new company for 5 years
- Existing directorships lapse — company needs to fill vacancy
- Personal reputation impact — visible on MCA public search
Real-world scenarios where this triggers:
- Founder started a company, moved to another business, forgot the old one — old company defaults for 3 years → founder disqualified from current thriving company
- Investor took directorship in portfolio company that failed to file → investor loses directorship in all other portfolio companies
- Family member added as director to a "temporary" company that got neglected → disqualification affects them across all family businesses
Rescue path if disqualified:
- Section 252 application to NCLT for revival of struck-off company (if applicable) — restores DIN status upon acceptance
- File all pending returns with ₹100/day late fees (can run into lakhs)
- Pay compounding fees if any offence proceedings started
- Timeline: 60-120 days for NCLT process
- Cost: ₹1-3 lakh professional fees + statutory dues
Prevention (what our retainer delivers):
- Never miss AOC-4 or MGT-7 (5-day buffer schedule)
- Track all directorships of client contacts across companies
- Alert if any other-company defaults might affect them
- 200+ client-companies since Jan 2023 with zero Section 164(2) triggers
What are the total costs for ROC annual filing in 2026?
Our transparent annual pricing:
- Small Company Plan: ₹5,000/year — for companies qualifying as "small company" under Section 2(85) (paid-up ≤ ₹4 Cr AND turnover ≤ ₹40 Cr). Uses MGT-7A simplified return. Covers AOC-4 + MGT-7A + ADT-1 + DIR-3 KYC (2 directors).
- Growth Company Plan: ₹10,000/year — for regular Private Limited Companies with 1-3 subsidiaries or more complex compliance. Uses MGT-7 full return. Covers AOC-4 + MGT-7 + ADT-1 + DPT-3 + MSME-1 + DIR-3 KYC (5 directors) + event-based forms.
- Enterprise + XBRL Plan: ₹21,000/year — for companies with capital ≥ ₹5 Cr or turnover ≥ ₹100 Cr (XBRL mandatory), or with subsidiaries requiring consolidated financials. Everything above + AOC-4 XBRL + AOC-4 CFS + Multi-entity group compliance (up to 5 companies) + MGT-8 secretarial audit + CS certification.
Plus GST @ 18% on professional fees (fully available as ITC for GST-registered companies).
MCA statutory fees (paid to government):
- AOC-4: ₹300-₹600 depending on capital slab
- MGT-7/MGT-7A: ₹300-₹600 depending on capital slab
- ADT-1: ₹300-₹600
- DIR-3 KYC: Nil (free filing)
- DPT-3: ₹200-₹400
- MSME-1: Nil (free filing)
- INC-20A: ₹200-₹400
Typical Pvt Ltd MCA fees per year:
- Small company (capital ≤ ₹1 lakh): ₹1,500-₹2,000
- Mid-size (capital ₹1-25 lakh): ₹2,500-₹3,500
- Large (capital > ₹25 lakh): ₹4,000-₹6,000
What's NOT included in monthly fees (billed separately as needed):
- Statutory audit fees (paid to independent auditor): ₹25,000-₹1,50,000 depending on turnover
- DSC renewal (₹800-₹1,500 every 2 years per director)
- Special resolutions + MGT-14 filings (₹1,500-₹3,000 per event)
- NCLT proceedings (₹25,000-₹1,00,000)
- Share transfer stamping (state-specific)
- Compounding of offences (₹15,000-₹50,000)
- Beneficial ownership (BEN-1/BEN-2) filings (₹1,500-₹3,000)
Cost comparison vs in-house CS:
- In-house Company Secretary: ₹8-15 lakh/year salary + PF/ESI/gratuity + software
- Our Growth Company Plan: ₹10,000/year (excluding statutory + audit)
- Saving: ~95% for private companies not requiring full-time CS
Break-even math:
- Single late-filed AOC-4 (60 days late): ₹6,000 in ₹100/day late fees
- Section 164(2) rescue: ₹1-3 lakh + 3-6 months
- Our annual retainer: ₹5,000-19,999
- ROI: Pays for itself avoiding 1 late filing
Are ROC annual filing fees tax deductible?
Yes — all ROC annual filing expenses are fully tax deductible under Section 37(1) of the Income Tax Act 1961 as ordinary revenue expenses.
What's fully deductible:
- Our annual retainer fee (₹5,000 to ₹21,000)
- GST @ 18% on our fees (as ITC if GST-registered, otherwise as expense)
- MCA statutory fees for AOC-4, MGT-7, DPT-3, ADT-1, DIR-3 KYC, MSME-1, INC-20A
- Statutory audit fees paid to independent auditor
- Certification fees (CA/CS)
- DSC purchase + renewal costs
- Software subscriptions for MCA compliance
- MCA filing late fees under ₹100/day (allowed as compensatory)
What's NOT deductible:
- Compounding fees (bad-in-nature under some interpretations)
- Section 447 fraud-related penalties
- NCLT costs disallowed if punitive nature
- Income tax itself
GST ITC on our professional fees:
- 18% GST on our fees is fully creditable if your company is GST-registered
- Our invoice includes GSTIN + flows to your GSTR-2B
- Claim ITC in the month our invoice appears in GSTR-2B
What it costs, all-in:
- Growth Company Plan ₹10,000/year + 18% GST
- If you are GST-registered, the GST on our fee is available as input tax credit
- The fee itself is a deductible business expense
What are the government late fees for missing ROC deadlines?
Late fee structure for ROC filings:
Standard late fee (all forms except DIR-3 KYC):
- Rate: ₹100 per day of delay
- Cap: NO UPPER CAP (unlike GST which caps at ₹10,000)
- Continues to accumulate until the form is filed
- Applies to AOC-4, MGT-7, MGT-7A, ADT-1, DPT-3, INC-20A, and most event-based forms
Real late fee accumulation for typical Pvt Ltd:
- AOC-4 filed 30 days late: ₹3,000
- AOC-4 filed 60 days late: ₹6,000
- AOC-4 filed 6 months late: ₹18,000
- AOC-4 filed 1 year late: ₹36,500
- AOC-4 + MGT-7 both 3 years late (Section 164(2) trigger): ₹73,000+ per form, per year × 3 = ₹4-5 lakh in late fees alone
DIR-3 KYC late fee:
- No daily late fee, but DIN gets deactivated on 1 July if not filed by 30 June
- Reactivation requires filing DIR-3 KYC with flat ₹5,000 additional fee
- Impact of deactivation: cannot sign any MCA form during period of deactivation, cascading late fees on other filings
MSME-1 late fee:
- Under Section 405(4): ₹20,000 initial + ₹1,000 per day of continuing default
- Officer in default: same ₹20,000 + ₹1,000/day
- Applies only if MSME dues > 45 days exist
DPT-3 penalty:
- Under Section 76A: up to ₹1 crore or twice the deposit amount (whichever lower)
- Plus continuing offence charges
Section 164(2) director disqualification:
- Triggers automatically after 3 consecutive years of AOC-4/MGT-7 default
- Disqualification for 5 years across ALL companies
- Cannot be undone through simple filing catch-up — requires NCLT Section 252 relief
- Cost: ₹1-3 lakh professional fees + statutory dues + 60-120 day process
Compounding of offences:
- Some ROC offences can be compounded under Section 441
- Compounding fees: 50% of maximum prescribed fine + late fees
- Not available for repeat offences within 3 years
How our retainer prevents late fees:
- AGM planning starts in July (2 months buffer)
- ADT-1 filed within 10 days of AGM (5-day buffer)
- AOC-4 filed within 20 days of AGM (10-day buffer)
- MGT-7 filed within 45 days of AGM (15-day buffer)
- DIR-3 KYC filed in June if applicable year
- 200+ client-companies with zero late fees since Jan 2023
When is XBRL filing mandatory for AOC-4?
XBRL (eXtensible Business Reporting Language) is a structured data format for financial statements. Under MCA Notification GSR 61(E) dated 30 January 2013 (subsequently amended), AOC-4 XBRL is mandatory for specific categories of companies.
Mandatory XBRL categories (any one criterion triggers):
- Listed companies on any recognized stock exchange in India (BSE/NSE)
- Companies with paid-up capital ≥ ₹5 crore
- Companies with turnover ≥ ₹100 crore in any FY
- Companies required to file XBRL earlier (once XBRL, always XBRL — even if thresholds no longer met)
Categories NOT requiring XBRL:
- Banking companies
- Insurance companies
- Power sector companies
- Non-Banking Financial Companies (NBFCs)
- Small companies (paid-up ≤ ₹4 Cr AND turnover ≤ ₹40 Cr)
- OPCs
XBRL taxonomy:
- MCA prescribes specific XBRL taxonomy for Indian companies
- Financial data must be tagged against ~5,000+ taxonomy elements
- Includes balance sheet, P&L, cash flow, notes, ratios, related party transactions
- Must match audited financial statements exactly
Tools for XBRL preparation:
- MCA-approved XBRL software (IRISgst, Datatracks, TataRUsIN, etc.)
- ICAI XBRL guidance document
- Auditor validation before submission
Common XBRL issues:
- Tagging mismatch: numbers in taxonomy don't match audit report → return rejected
- Missing disclosures: mandatory elements skipped → return rejected
- Ratio calculation errors: system-computed ratios differ from audit → validation error
- Consolidated vs standalone: subsidiary data mixing → confusion
Cost of XBRL preparation:
- Standalone AOC-4 XBRL: ₹15,000-₹40,000 depending on complexity
- Consolidated AOC-4 CFS XBRL: ₹25,000-₹75,000
- Included in our Enterprise + XBRL Plan (₹21,000)
Our XBRL delivery:
- Turnover threshold monitored quarterly — flag if crossing ₹100 Cr
- XBRL software subscribed by our team
- Draft prepared by 15 October (15 days before typical 30 Oct deadline)
- Auditor validation completed by 20 October
- Filed on MCA V3 by 25 October (5-day buffer)
When exactly are the ROC filings due for FY 2025-26?
Complete FY 2025-26 ROC compliance calendar (assuming AGM held on 30 September 2026 for a 31 March 2026 year-end company):
Pre-AGM activities (April-September 2026):
- April 2026: Books closure; draft financial statements prepared
- April-August 2026: Statutory audit under Section 143; auditor issues report
- By 30 June 2026: DPT-3 filed (deposits return); DIR-3 KYC if applicable year
- August 2026: Board meeting to approve audited accounts + set AGM date
- By 8 September 2026: AGM notice sent to shareholders (21 clear days)
- By 30 September 2026: AGM held; audited accounts adopted
Post-AGM filings (October-November 2026):
- By 15 October 2026: Form ADT-1 (auditor intimation) — within 15 days of AGM
- By 30 October 2026: Form AOC-4 (financial statements) — within 30 days of AGM
- By 30 October 2026: LLP Form 8 (Statement of Accounts) — for LLPs
- By 31 October 2026: MSME-1 H1 return (April-September dues)
- By 29 November 2026: Form MGT-7/MGT-7A (annual return) — within 60 days of AGM
OPC-specific timeline for FY 2025-26:
- No AGM required
- By 27 September 2026: AOC-4 (180 days from FY end)
- By 27 November 2026: MGT-7A (60 days after AOC-4)
LLP-specific timeline for FY 2025-26:
- By 30 May 2026: Form 11 (Annual Return)
- By 30 October 2026: Form 8 (Statement of Accounts)
Half-yearly + annual filings independent of AGM:
- 31 October 2026: MSME-1 H1 (April-September dues to MSME > 45 days)
- 30 April 2026: MSME-1 H2 (October 2025-March 2026 dues)
- 30 June 2026: DPT-3 (deposits + non-deposit loans)
- 30 June 2026: DIR-3 KYC (if applicable year in 3-year cycle)
Event-based filings triggered anytime:
- Change in director/KMP: DIR-12 within 30 days
- Change in registered office (same state): INC-22 within 30 days
- Special resolutions: MGT-14 within 30 days
- Share allotment: PAS-3 within 30 days
- Increase in capital: SH-7 within 30 days
- New incorporation Business declaration: INC-20A within 180 days of incorporation
What if my AGM is delayed beyond 30 September?
The AGM must be held within 6 months of the financial year end under Section 96 of the Companies Act 2013. For a 31 March year-end company, this means AGM by 30 September.
Provision for extension:
- Companies can apply to Registrar of Companies (ROC) for extension of up to 3 months under Section 96(1) proviso
- Application via Form GNL-1 with justification and Board Resolution
- Filed at least 30 days before the original AGM due date
- Maximum extension: 3 months (so AGM by 31 December for FY 2025-26)
- Not available for FIRST AGM after incorporation (only for subsequent AGMs)
Common reasons for extension:
- Statutory audit delayed due to complex transactions or new auditor
- Financial statements need restatement or additional certification
- Ongoing regulatory investigation or litigation
- Change in management/directors requiring stabilisation
- Force majeure events (natural disasters, pandemics)
If AGM held later than 30 September without extension:
- Company + every officer in default: penalty of ₹1 lakh + ₹5,000 per day of continuing default (up to ₹5 lakh)
- Reference: Section 99 of Companies Act 2013
- Late AGM does NOT delay AOC-4/MGT-7 deadlines proportionally — they still count from actual AGM date
Cascading impact of late AGM:
- AOC-4 due 30 days from ACTUAL AGM date — so if AGM held on 15 October, AOC-4 due by 14 November
- MGT-7 due 60 days from AGM — so if AGM held on 15 October, MGT-7 due by 14 December
- Section 99 penalty for late AGM is additional to any AOC-4/MGT-7 late fees
- Shareholders can approach ROC or NCLT if AGM repeatedly delayed
What if AGM cannot be held at all in a FY?
- Company's failure to hold AGM is a serious offence
- ROC can strike off the company under Section 248
- Directors face disqualification under Section 164(2) after 3 years of default
- Company loses "active" status on MCA
How our retainer prevents AGM delays:
- Audit initiated by April every year
- Board meeting for accounts approval by end-August
- AGM notice sent by 5 September (26 clear days before 30 September)
- AGM held by 25-28 September (buffer before 30 September deadline)
- No client company has needed GNL-1 extension since Jan 2023
How does the MCA V3 filing process actually work?
Filing on MCA V3 involves multiple sequential steps. Here's the complete workflow for AOC-4 (representative of most annual filings):
Step 1 — Pre-filing preparation:
- Statutory audit completed; auditor's report + management letter received
- Board Meeting held to approve financials + AGM date
- Directors' Report drafted + signed
- AGM notice sent 21 days before AGM date
- AGM held; special/ordinary resolutions passed
- AGM minutes finalised within 30 days
Step 2 — Documents assembly:
- Audited balance sheet (signed by auditor + 2 directors)
- Audited P&L statement
- Cash flow statement (if turnover ≥ ₹50 Cr)
- Notes to accounts
- Auditor's Report (Section 143)
- Directors' Report + Annexures
- CARO 2020 Report if applicable
- Extract of Annual Return (MGT-9)
- Notice of AGM + Explanatory Statement
Step 3 — MCA V3 login + form download:
- Login to mca.gov.in V3 with User ID + password + OTP
- Navigate to "Company Forms Download"
- Select AOC-4 (or MGT-7 or applicable form)
- Fill company details (auto-populated from master data)
- Enter financial data + attach documents
Step 4 — Digital signatures:
- Form signed by Managing Director OR Director + Chief Financial Officer
- Signed by Company Secretary (if applicable) — mandatory if paid-up ≥ ₹10 Cr under Rule 8A
- Signed by Statutory Auditor via their Class 3 DSC
- All DSCs must be Class 3 and registered on V3
Step 5 — Payment + submission:
- System generates challan with MCA fees (₹300-₹6,000 depending on capital)
- Payment via Net Banking, UPI, or Credit/Debit card
- Payment success → form auto-submits to MCA
- Service Request Number (SRN) generated instantly for tracking
- Acknowledgment PDF downloadable immediately
Step 6 — Processing + acknowledgment:
- MCA processes form → status changes to "Approved" or "Under Scrutiny"
- Approval typically 3-15 working days for AOC-4
- Approval visible on public MCA search + downloadable certificate
- Any rejection/query → resubmit within 15 days
Common V3 pitfalls:
- DSC not registered on V3 (V2 doesn't carry forward)
- Attachment size exceeds limit (typically 6 MB)
- Attachment format wrong (only PDF/JPG/PNG)
- Session expires mid-fill (need to restart)
- Auditor DSC signature not valid (needs Class 3)
- Company master data mismatch (address/directors)
Our filing SOP:
- All documents assembled 10 days before due date
- Draft form filled + peer-reviewed 5 days before
- DSCs coordinated with all signatories
- Payment + submission by 5-day buffer
- Approval status monitored daily for 15 days post-submission
What happens if I miss ROC deadlines for multiple years?
The consequences escalate severely with each additional year of non-compliance:
1 year of default:
- Late fee ₹100/day × 300+ days = ₹30,000-₹40,000 per form
- Total late fees for 1 year of AOC-4 + MGT-7 defaults: ₹60,000-₹80,000
- Company status remains "Active" on MCA but with default flag
- ROC may issue notices under Section 137/92
- Directors' names visible in defaulters list
2 years of default:
- Late fees compound: ~₹1.5-2 lakh per form pair × 2 years = ₹3-4 lakh total
- MCA may initiate strike-off proceedings under Section 248 for "not carrying on business"
- Bank scrutiny of company transactions increases
- Directors' new incorporations may face additional checks
3+ years of default (CRITICAL):
- Section 164(2) triggers — every director automatically disqualified for 5 years across ALL companies
- Company almost certainly struck off by ROC
- DINs of directors marked "Disqualified"
- Cascading impact: directors' other companies also face compliance disruption
- Bank accounts of struck-off company frozen
Rescue paths:
- Simple catch-up (up to 2 years): File all pending forms with ₹100/day late fees. Total cost: ₹1-4 lakh + statutory MCA fees + our filing fees. Timeline: 15-30 days.
- Fresh Start Scheme (historical, not currently active): Some earlier MCA schemes offered late-fee waiver — check current availability with MCA.
- Section 252 Revival Petition (3+ years default with strike-off): Apply to NCLT for revival. Cost: ₹1-3 lakh professional fees + statutory dues + late fees. Timeline: 60-120 days. Restores DIN status upon acceptance.
- Section 441 Compounding: For punishable offences without imprisonment. Compounding fee: 50% of maximum prescribed fine.
Example: when a forgotten subsidiary misses three years of AOC-4 and MGT-7, its directors can be disqualified under Section 164(2). Putting it right means filing every pending return with additional fees and, in some cases, an application to the NCLT — far costlier than staying current.
Prevention (what our retainer delivers):
- Never miss any ROC deadline (5-day buffer schedule)
- Quarterly compliance review of every client company
- Alert if any director has other-company defaults
Let's get your ROC compliance on autopilot.
WhatsApp us your CIN + entity type + turnover. Free compliance audit + Section 164(2) risk assessment. Small Company Plan at ₹5,000/yr. Growth at ₹10,000/yr. Enterprise+XBRL at ₹21,000/yr. Zero missed deadlines target — starts on day one.