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Company Annual Filing & ROC Compliance

Company annual filing means filing financial statements in AOC-4 and the annual return in MGT-7 or MGT-7A with the Registrar of Companies, reporting the auditor in ADT-1 and keeping every director's DIR-3 KYC current. StampMitra files these for your company so that no date is missed and no director risks disqualification.

What annual ROC compliance covers

Under the Companies Act, 2013 a company files its financial statements in Form AOC-4 (Section 137) and its annual return in Form MGT-7, or the abridged MGT-7A for OPCs and small companies (Section 92). It reports the appointment of its auditor in ADT-1 (Section 139), holds an AGM (Section 96) and Board meetings (Section 173), and each director completes DIR-3 KYC (Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014). All of it is filed on MCA21 V3.

Who must file, and which return

Every company, including one with no turnover.

  • Every company
  • MGT-7A or MGT-7
  • OPCs
  • LLPs
  • Firms and proprietorships
  • Not the same as tax returns

The annual compliance calendar

Most dates run from the AGM.

  • Auditor appointment: ADT-1, Section 139
  • Financial statements: AOC-4, Section 137
  • Annual return: MGT-7 or MGT-7A, Section 92
  • Annual General Meeting: Section 96
  • Board meetings: Section 173
  • Director KYC: DIR-3 KYC Web, Rule 12A

Government fee for AOC-4, MGT-7 and ADT-1

The normal fee depends on nominal share capital.

  • Below ₹1 lakh: ₹200
  • ₹1 lakh to under ₹5 lakh: ₹300
  • ₹5 lakh to under ₹25 lakh: ₹400
  • ₹25 lakh to under ₹1 crore: ₹500
  • ₹1 crore or more: ₹600

Documents for annual compliance

Separate sets for the company and for its directors.

  • Audited financial statements
  • Board resolution and AGM notice
  • AGM minutes
  • List of shareholders and directors
  • Auditor consent, intimation and Rule 4(1) certificate
  • DSC of a director

The yearly sequence

In the order the filings depend on each other.

Work out your three dates from the AGM

Enter the date of your AGM.

Additional fee and consequences of late filing

The flat daily fee applies to two forms only.

  • AOC-4 (Section 137): ₹100 per day, with no upper cap
  • MGT-7 or MGT-7A (Section 92): ₹100 per day, with no upper cap
  • ADT-1 (Section 139): A multiple of the normal fee that grows with the delay, from 1 time up to 12 times. See the ADT-1 page
  • Directors of a company that files nothing for three continuous years: Disqualified for five years (Section 164(2)(a))
  • Director KYC missed: The DIN is deactivated and has to be reactivated

Estimate the additional fee for one late form

For AOC-4 or MGT-7 or MGT-7A, per form.

Why filings are returned and how to avoid it

AOC-4 data does not match the XBRL tags or the audited accounts. Revised AOC-4 and MGT-7 forms ask for more detail.

  • AOC-4 data does not match the XBRL tags or the audited accounts. Revised AOC-4 and MGT-7 forms ask for more detail.
  • The auditor appointment is not on record because the ADT-1 SRN is missing.
  • The DSC has expired or is not associated on MCA21 V3, or the payment failed.
  • Share capital or director data does not match earlier forms such as DIR-12, PAS-3 or SH-7.
  • MGT-7 is filed where MGT-7A applies, or the reverse, after the 2025 small-company change.

What StampMitra does for you

StampMitra is a filing assistance platform. It is not the government and not a law firm.

  • MCA annual filing
  • Income tax return
  • DIR-3 KYC
  • Bookkeeping

How it works

  1. Close books and complete the audit Complete the statutory audit and have the Board approve the financial statements.
  2. Hold the AGM Appoint or reappoint the auditor and adopt the accounts.
  3. File ADT-1, AOC-4 and MGT-7 or MGT-7A File ADT-1 in 15 days, AOC-4 in 30 days and the annual return in 60 days of the AGM.
  4. Complete DIR-3 KYC Directors complete DIR-3 KYC Web once in every third financial year, by 30 June.

Frequently asked questions

Who has to file annual ROC returns?

Every company, including a company with zero turnover.

What is the AOC-4 deadline?

30 days from the date of the AGM.

What is the MGT-7 deadline?

60 days from the date of the AGM. The same limit applies to MGT-7A.

What is MGT-7A?

The abridged annual return for OPCs and small companies.

What is a small company now?

A non-public company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore, from 1 December 2025 (G.S.R. 880(E)). Earlier the limits were ₹4 crore and ₹40 crore.

Is a small company still audited?

Yes, unless the law exempts it. Small companies and OPCs have lighter Board-meeting rules, not a general audit exemption.

What is the late fee?

₹100 per day per form, with no cap, for AOC-4 and MGT-7 or MGT-7A. ADT-1 follows a multiple-of-fee scale instead. Penalties under the Act are separate.

Can directors be disqualified?

Yes. If a company does not file financial statements or annual returns for three continuous financial years, its directors are disqualified for five years under Section 164(2)(a).

When is DIR-3 KYC due now?

Once in every third financial year, by 30 June of the due year. It is no longer an annual filing due on 30 September. The first due year depends on when each director last completed KYC, so we confirm it director by director.

Is ITR-6 part of ROC compliance?

No. The income tax return is separate from ROC filings and follows the Income-tax Department's due dates.

Do I need ADT-1 every year?

No. ADT-1 is filed once per appointment, within 15 days of the meeting that appoints the auditor. A 5-year term needs one filing.