ROC Annual Filing — explained: this guide covers what ROC Annual Filing — means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The Complete ROC Filing Ecosystem for Private Companies
Every company registered under the Companies Act, 2013 must file a series of annual and event-based forms with the Registrar of Companies (ROC) through the MCA portal (mca.gov.in). For a typical private limited company with no extraordinary events, the mandatory annual filings are: AOC-4 (financial statements), MGT-7/7A (annual return), DIR-3 KYC (director KYC), ADT-1 (auditor appointment), and DPT-3 (deposits return). Additionally, event-based filings like MGT-14 (resolutions), DIR-12 (director changes), and SH-7 (capital changes) are triggered by specific corporate actions.
Missing ANY of these filings has cascading consequences — additional fees multiply rapidly (up to 12x of normal fee for delays beyond 180 days), directors face disqualification (DIN deactivation), and the company risks being struck off. This guide covers every ROC filing a private company must know about.
Annual Filings — The Non-Negotiable 6
1. AOC-4 — Financial Statements (Within 30 Days of AGM)
What: Financial statements comprising Balance Sheet, Profit & Loss Account, Cash Flow Statement (not required for OPC and small companies), Notes to Accounts, and Auditor's Report. For companies with subsidiaries: consolidated financial statements also filed.
Due date: Within 30 days of AGM. For OPC: within 180 days of FY close (no AGM required).
Attachments: Audited financial statements (signed by Board and auditor), Board Report (Directors Report), Auditor's Report, Statement of Subsidiaries (AOC-1 if applicable).
Fee: Rs. 200 (normal). Additional fee for late filing: 2x-12x depending on delay.
XBRL filing: Companies with paid-up capital ≥ Rs. 5 crore OR turnover ≥ Rs. 100 crore OR listed companies must file in XBRL format (eXtensible Business Reporting Language) using the XBRL taxonomy. Other companies file in non-XBRL (regular PDF attachment).
2. MGT-7/7A — Annual Return (Within 60 Days of AGM)
What: Comprehensive return of company's shareholding pattern, directors, meetings, indebtedness, and compliance status as on the last day of the FY.
Due date: Within 60 days of AGM.
MGT-7A: Simplified form for OPC and small companies.
CS certification (MGT-8): Required for listed companies and companies with paid-up capital ≥ Rs. 10 crore or turnover ≥ Rs. 50 crore.
3. DIR-3 KYC — Director Annual KYC (By September 30)
What: Annual verification of director's identity and contact details (PAN, Aadhaar, mobile, email, address).
Due date: September 30 every year. Non-filing: DIN deactivated on October 1.
Late fee: Rs. 5,000 for filing after September 30 (non-waivable).
Web form: For directors who filed last year with no changes (OTP-based, 5 minutes). E-form: for first-time or changed details (DSC + professional certification required).
4. ADT-1 — Auditor Appointment Intimation (Within 15 Days of AGM)
What: Intimation to ROC of the appointment or re-appointment of statutory auditor at the AGM.
Due date: Within 15 days of AGM (or EGM at which auditor is appointed).
Attachments: Board Resolution, consent letter from auditor, certificate of eligibility (Section 141).
Note: First auditor (appointed by Board within 30 days of incorporation) — ADT-1 not required. ADT-1 is required only for appointments made at general meetings.
5. DPT-3 — Return of Deposits (By June 30)
What: Annual return disclosing all deposits and exempted deposits outstanding as on March 31.
Due date: June 30 every year.
Auditor certificate: Must accompany the filing (separate from statutory audit report).
Who files: Every company with any outstanding loan/borrowing (bank loan, director loan, ICD, debentures).
6. MSME-1 — Outstanding Payment to MSMEs (Half-Yearly)
What: Statement of amounts outstanding (unpaid) to Micro and Small Enterprise vendors for more than 45 days.
Due date: Half-yearly — by October 31 (for April-September) and April 30 (for October-March).
Who files: Every company that has outstanding payments to MSME vendors beyond the payment period specified in MSME Act (15/45 days).
Practical note: Check Udyam Registration portal to verify if your vendor is registered as MSME. If yes and payment is overdue: report in MSME-1.
Event-Based Filings — When Triggered
MGT-14 — Filing of Resolutions (Within 30 Days)
File within 30 days of passing: all special resolutions, Board resolutions under Section 179(3) (borrowings, investments, loans), appointment of MD/WTD, issue of securities, buyback. Fee: Rs. 200 + additional fee if late.
DIR-12 — Director Appointment/Resignation (Within 30 Days)
File within 30 days of appointment, resignation, cessation, or change of designation of any director. Attach: consent (DIR-2), declaration (DIR-8), Board Resolution. For resignation: also file DIR-11 (intimation by resigning director).
SH-7 — Alteration of Share Capital (Within 30 Days)
File within 30 days of passing resolution for: increase in authorized capital, consolidation/sub-division of shares, conversion of shares, cancellation of shares. Stamp duty applicable on increase in authorized capital (varies by state).
PAS-3 — Return of Allotment (Within 30 Days)
File within 30 days of allotment of shares/debentures/other securities. Attach: list of allottees, Board/shareholder resolution, valuation report (for private placement at premium), compliance certificate.
CHG-1/CHG-9 — Registration/Modification of Charges (Within 30 Days)
File within 30 days of creation (CHG-1) or modification (CHG-9) of any charge on company assets (mortgage, pledge, hypothecation). For satisfaction of charge: CHG-4 within 30 days. Late filing: condonation available up to 300 days with additional fees.
INC-22 — Change of Registered Office (Within 30 Days)
File within 30 days of change of registered office within the same city. For change across cities (same state): special resolution + INC-23. For change across states: Central Government approval required.
INC-20A — Commencement of Business (Within 180 Days)
File within 180 days of incorporation — declaring that subscribers have paid subscription money and registered office is verified. Applicable to companies incorporated after November 2, 2018. Non-filing: ground for strike off.
Filing Fee Structure
| Form | Normal Fee | Late Fee (Additional) |
|---|---|---|
| AOC-4 | Rs. 200-600 (based on capital) | 2x-12x of normal fee |
| MGT-7/7A | Rs. 200-600 | 2x-12x |
| DIR-3 KYC | NIL (web) / Rs. 200 (e-form) | Rs. 5,000 flat |
| ADT-1 | Rs. 200 | 2x-12x |
| DPT-3 | Rs. 200 | 2x-12x |
| MSME-1 | NIL | — |
| MGT-14 | Rs. 200 | 2x-12x |
| DIR-12 | Rs. 200 | 2x-12x |
| SH-7 | Rs. 200 + stamp duty | 2x-12x |
| PAS-3 | Rs. 200 | 2x-12x |
Annual Compliance Cost Estimate for Private Company
Government fees (all annual filings): Rs. 2,000-5,000 (depending on authorized capital and number of forms).
Professional fees (CA/CS for preparing and filing): Rs. 20,000-60,000 (depending on complexity, number of transactions, and city).
Statutory audit fee: Rs. 15,000-50,000 (for small/medium companies without complex operations).
Total annual compliance cost: Rs. 40,000-1,00,000 for a typical small-medium private company. For larger companies with multiple directors, complex share structures, and higher capital: Rs. 1-3 lakh.