Every Private Limited company must complete four core annual filings with the ROC (MCA): AOC-4 — financial statements, within 30 days of the AGM; MGT-7 / MGT-7A — annual return, within 60 days of the AGM; ADT-1 — auditor appointment, within 15 days of the AGM; and DIR-3 KYC for every director by 30 June, once every three consecutive financial years. The AGM itself must be held by 30 September (six months from a 31 March year-end). Default carries a penalty of Rs 100 per day, per form, with no upper cap.
A dormant or loss-making Pvt Ltd with no turnover still has to file AOC-4, MGT-7/7A and DIR-3 KYC and hold its AGM. "No activity" is not an exemption — the Rs 100/day penalty and the 3-year non-filing director disqualification apply regardless of revenue.
Annual Compliance Calendar — Pvt Ltd (FY 2025-26)
Dates below assume a 31 March 2026 financial-year end and an AGM held on the last permitted day, 30 September 2026. If your AGM is earlier, count the AOC-4/MGT-7 windows from your actual AGM date.
| Form / event | Purpose | Due date (FY 2025-26) | Filed with |
|---|---|---|---|
| AGM | Approve audited accounts, appoint auditor | By 30 Sep 2026 | Internal meeting |
| ADT-1 | Auditor appointment / re-appointment | Within 15 days of AGM | ROC / MCA |
| AOC-4 | Financial statements (BS, P&L, auditor & board report) | Within 30 days of AGM (~30 Oct 2026) | ROC / MCA |
| MGT-7 / MGT-7A | Annual return (capital, directors, shareholders) | Within 60 days of AGM (~29 Nov 2026) | ROC / MCA |
| DIR-3 KYC | KYC for every DIN holder, once every 3 FYs | By 30 Jun 2028 | MCA (per director) |
| ITR-6 | Company income-tax return | 31 Oct 2026 (if audit applies) | Income-tax portal |
| DPT-3 | Return of deposits / non-deposit money | 30 Jun 2026 | ROC / MCA |
MGT-7A is the abridged annual return that OPCs and small companies file in place of MGT-7. GST returns (GSTR-1/3B) are additional if the company is GST-registered.
The Four Core ROC Filings Explained
These filings sit on top of the accounting and audit cycle. Financial statements must be audited by a Chartered Accountant (statutory audit under the Companies Act, 2013) before the AGM approves them.
- 1Finalise accountsBooks + statutory audit by a CA
- 2Appoint / confirm auditorADT-1 within 15 days of AGM
- 3Hold AGMBy 30 Sep — approve accounts
- 4File AOC-4Financials, +30 days of AGM
- 5File MGT-7 / 7AAnnual return, +60 days of AGM
| Form | What it is | Certification |
|---|---|---|
| AOC-4 | Balance sheet, P&L, cash-flow, auditor & directors' reports | Audited by a CA (statutory auditor) |
| MGT-7 | Full annual return — share capital, directors, shareholding, meetings | CS certification (MGT-8) if paid-up is Rs 10 crore or more, or turnover Rs 50 crore or more |
| MGT-7A | Abridged annual return for OPC & small companies | Director DSC; CS certification not mandatory |
| ADT-1 | Intimation of statutory auditor appointment | Filed by the company |
| DIR-3 KYC | KYC of every DIN holder, once every 3 FYs (one unified Web form) | Director DSC + professional attestation (e-form) |
AOC-4 XBRL applies to companies with paid-up capital of Rs 5 crore+ or turnover of Rs 100 crore+, and to listed companies.
From 1 December 2025 a "small company" is one with paid-up capital up to Rs 10 crore and turnover up to Rs 100 crore (earlier Rs 4 crore / Rs 40 crore). Small companies and OPCs file the simpler MGT-7A and need only two board meetings a year — but AOC-4, ADT-1 and DIR-3 KYC still apply in full.
Not sure whether your company files MGT-7 or MGT-7A? Get it checked.
Talk to a Compliance Expert →Penalties for Missing Annual Compliance
ROC late fees are punitive because they accrue daily with no statutory cap on the core forms, and persistent default triggers director disqualification and strike-off.
| Default | Late fee | Additional consequence |
|---|---|---|
| AOC-4 filed late | Rs 100 / day | No cap; prosecution of officers |
| MGT-7 / 7A filed late | Rs 100 / day | No cap; feeds into 3-year default clock |
| DIR-3 KYC after its due date | Rs 5,000 flat | DIN deactivated until KYC is filed |
| ADT-1 filed late | MCA additional fee | Multiple of normal fee by slab of delay |
| 3 years of non-filing | Director ban | Directors disqualified 5 years u/s 164(2); strike-off risk |
Additional fee for delayed e-forms is charged in slabs (up to 12x the normal fee) plus the Rs 100/day where specified. Figures are indicative — confirm on the MCA portal at filing.
✓You are on track if
- Statutory audit completed before the AGM
- AGM minuted and held by 30 September
- AOC-4, MGT-7/7A and ADT-1 filed within their windows
- Every director completed DIR-3 KYC by its 30 June cycle date
!Act now if
- You have missed one or more filings for the year
- A director's DIN shows "Deactivated due to non-filing of KYC"
- You have not filed for two or more consecutive years
- You received an ROC notice or STK-1 strike-off intimation
Under Section 164(2), if a company fails to file financial statements or annual returns for three consecutive years, every director is disqualified for five years — and cannot be appointed or reappointed in any company, not just the defaulting one. Clearing old defaults early is far cheaper than fighting disqualification.
Annual Compliance Checklist — Pvt Ltd
Beyond the four ROC forms, a compliant Pvt Ltd also runs its statutory board and tax cycle through the year.
- Maintain books of accounts through the year
- Statutory audit by a CA before the AGM
- Minimum 4 board meetings (2 for a small company)
- Hold AGM by 30 September
- File ADT-1 within 15 days of AGM
- File AOC-4 within 30 days of AGM
- File MGT-7 / 7A within 60 days of AGM
- DIR-3 KYC for every director by 30 June (once every 3 FYs)
- File DPT-3 by 30 June (deposits return)
- File ITR-6 and pay advance tax
- Update statutory registers & minutes book
- File event-based forms (DIR-12, SH-7, INC-22) as they arise
A newly incorporated company may hold its first AGM within nine months of the end of its first financial year (instead of six), and its first board meeting within 30 days of incorporation. From the second year onward the standard six-month / 30 September AGM deadline applies.
Want your entire ROC calendar handled end-to-end this year?
Get Annual Compliance Help →- Forms & filing: mca.gov.in
- AOC-4 & MGT-7: Sections 137 & 92, Companies Act 2013
- Auditor appointment: Section 139 & ADT-1
- Director disqualification: Section 164(2), Companies Act 2013
- Small-company threshold (Rs 10cr / Rs 100cr, w.e.f. 1 Dec 2025): Companies (Specification of Definitions Details) Amendment Rules
Disclaimer: This guide is general information based on the law and notifications in force when it was last updated. It is not professional advice for your case — rates, thresholds and due dates change, so check the current position or speak to our CA team before you act on it.