ROC Compliance Calendar for FY 22-23

ROC Compliance Calendar for FY 22-23

Every active Indian company — private limited, public limited or One Person Company — faces the same recurring ROC compliance burden under the Companies Act, 2013. While this post began its life covering FY 2022-23, the calendar structure it explains applies directly to FY 2026-27 (Assessment Year 2027-28). The MCA V3 portal has tightened automated enforcement, DIR-3 KYC deactivations now execute overnight on 1 October, and Section 164(2) disqualifications are being issued in batches. Know every deadline and every penalty formula — you will not be surprised.

Why Missing Even One ROC Filing Compounds Fast

The popular assumption is that a late MCA filing draws a small penalty and nothing more. In practice, three mechanisms make that dangerously wrong.

Late fees have no ceiling for most forms. The additional fee on most e-forms is Rs. 100 per day from the day after the due date, with no statutory upper limit for regular companies. A 300-day delay on a single AOC-4 costs Rs. 30,000 in portal fees before any adjudicated penalty is levied under Section 137.

Section 164(2) disqualification is automatic and far-reaching. Any director of a company that fails to file its annual return (MGT-7 or MGT-7A) or financial statements (AOC-4) for three consecutive financial years is disqualified from being appointed or re-appointed as a director in any company for five years. The disqualification attaches to the individual director, not just the defaulting company. The ROC has issued large-scale batch disqualification orders in recent years, affecting thousands of directors across multiple states.

Upstream defaults block downstream filings. A company that has not filed Form DIR-12 to record a director change cannot have that director sign any subsequent MCA form. Unpaid late fees on earlier filings can freeze a company's CIN entirely on the MCA V3 portal, preventing the company from making any new filings until the arrears are cleared.

Annual Filings: The Core Calendar Every Company Plans Around

All annual filings cascade directly from the date of the Annual General Meeting (AGM). Under Section 96 of the Companies Act, 2013, most companies must hold the AGM within six months of the financial year end — meaning by 30 September 2026 for FY 2025-26 accounts. First-year companies get nine months. Once you know your AGM date, every annual filing deadline is mechanical arithmetic.

Form AOC-4: Financial Statements (and XBRL Variant)

• Who must file: Every company — private, public, OPC — every year without exception.
• What it contains: Balance sheet, profit and loss account, cash flow statement where applicable, auditor's report, and directors' report.
• Deadline: Within 30 days of the AGM. An AGM held on 30 September means AOC-4 is due by 30 October.
• AOC-4 XBRL: Mandatory for listed companies, companies with paid-up capital of Rs. 5 crore or more, companies with turnover of Rs. 100 crore or more, and companies required to prepare financial statements under Ind AS. The due date is the same: 30 days from the AGM.
• Late fee: Rs. 100 per day after the due date. No statutory cap for companies that do not qualify as small companies.

A common error here: companies sometimes count 30 days from the financial year end rather than from the AGM date. If your AGM is on 15 August rather than 30 September, your AOC-4 is due by 14 September — weeks earlier than most founders expect.

Form MGT-7 and MGT-7A: Annual Return

• MGT-7: Filed by all companies except OPCs and small companies.
• MGT-7A: Filed by One Person Companies and small companies. This simplified form was introduced specifically to reduce the compliance burden on smaller entities.
• Deadline: Within 60 days of the AGM. An AGM on 30 September means MGT-7 or MGT-7A is due by 29 November.
• Contents: Registered office address, principal business activities, details of directors and key managerial personnel, share capital, indebtedness, and all changes during the year.
• Late fee: Rs. 100 per day after the due date.

Form ADT-1: Auditor Appointment

Whenever an auditor is appointed or re-appointed at the AGM for a new five-year term, ADT-1 must reach the ROC within 15 days of the AGM. The Board-level auditor appointment made within 30 days of incorporation also requires ADT-1, again within 15 days of that Board meeting.

Form MGT-14: Board Resolutions

Public companies must file MGT-14 within 30 days of passing Board resolutions covering matters listed in Section 179(3) — borrowings, investments, and related-party transactions, among others. Private companies were largely exempted from filing resolutions under Section 117 following the 2020 amendments, but should always confirm with their CS which resolutions still require ROC filing.

Form CRA-4: Cost Audit Report

Where cost audit applies under the Cost Records and Audit Rules, 2014, CRA-4 must be filed within 30 days of receiving the cost auditor's report. This form is often forgotten because cost audit applicability is checked only at incorporation and never revisited as the company grows into the relevant thresholds.

Event-Based Filings: Tight Windows That Cannot Be Missed

Annual forms at least give you weeks of lead time. Event-based forms are triggered by specific corporate actions and carry filing windows of 15 or 30 days. Missing them creates downstream blockages that are often more operationally disruptive than a missed annual form.

Form DIR-12: Director Changes

Any appointment, resignation, removal, or change in a director's particulars must be filed on DIR-12 within 30 days of the event. If a director resigns on 10 June 2026, DIR-12 must reach the ROC by 10 July. Filing late means MCA records still show the resigned director as active, creating a mismatch when any subsequent form is signed by the incoming director whose appointment has not been registered.

Form PAS-3: Share Allotment

When a company allots shares — including in a funding round, rights issue, or ESOP exercise — PAS-3 must be filed within 15 days of the allotment date. A startup that closes a funding round and converts instruments in August 2026 must file PAS-3 by mid-August. Delay means the updated cap table is not reflected in MCA records, which complicates future due diligence, further funding rounds, and investor disclosures.

Form CHG-1 and CHG-9: Creation and Modification of Charges

When a company creates or modifies a charge — a bank loan secured against assets is the most common example — CHG-1 must be filed within 30 days of the date of the instrument. Filing after 30 days but within 60 days requires a condonation application. Beyond 60 days, the company must approach the Central Government or the National Company Law Tribunal for condonation, a significantly more expensive and time-consuming process. Unregistered charges also lose priority against other creditors.

Form INC-22: Change in Registered Office

• Within the same city or town: 15 days from the Board resolution.
• To a different city within the same state (same ROC jurisdiction): Requires a special resolution and filing with the ROC within 30 days.
• To a different ROC jurisdiction (different state or region): Requires Regional Director approval — plan for a process that takes several weeks, not days.

MSME-1 and DPT-3: The Two Half-Yearly Forms Most Companies Forget

Form MSME-1: Outstanding Dues to MSME Suppliers

If your company has outstanding dues to MSME-registered suppliers that remain unpaid for more than 45 days from the date of acceptance of goods or services, MSME-1 must be filed twice a year:

MSME-1 is not merely a compliance checkbox — it is a public disclosure. Lenders review it during credit assessments, and companies with persistently large MSME arrears face both reputational risk with their supply base and covenant scrutiny from banks. Critically, even a nil filing is required if your company has MSME-registered vendors but no outstanding dues at the period end. The nil filing demonstrates active monitoring, not a zero balance.

Form DPT-3: Return of Deposits and Exempt Deposits

DPT-3 is due by 30 June every year and covers all outstanding receipts of money by the company as at 31 March that are not formally classified as deposits. This includes inter-corporate loans, director loans, loans from promoters and their relatives, advance payments from customers held for extended periods, and similar items.

Many companies — especially early-stage and owner-managed businesses — believe DPT-3 is irrelevant because they have never accepted public deposits. The form is mandatory regardless. It is a return of all money received that is exempt from the definition of deposit, not a return only where actual deposits exist. Companies with substantial promoter funding that are filing for the first time often discover three to four years of missed DPT-3 filings, each attracting a separate late fee, when their first formal audit or due diligence exercise is conducted.

DIR-3 KYC: The Deadline That Deactivates Your DIN Overnight

Every individual holding a Director Identification Number — whether currently active as a director or not — must complete DIR-3 KYC by 30 September each year.

• DIR-3 KYC (form-based): Used for the first filing, or whenever the DIN holder's mobile number, email address, or other KYC particulars have changed. Requires OTP verification and a Digital Signature Certificate.
• DIR-3 KYC Web: A simplified web-based confirmation used in subsequent years when no details have changed. Takes under ten minutes and requires only an OTP.

What happens if you miss the 30 September deadline?

The DIN is marked "Deactivated due to non-filing of DIR-3 KYC" from 1 October. With a deactivated DIN, the director cannot sign any e-form on MCA V3, cannot file any return, and is in technical default. To reactivate, the director must file DIR-3 KYC with a late fee of Rs. 5,000 flat — there is no daily accumulation; it is Rs. 5,000 regardless of whether you file on 2 October or 28 February.

For a company with four directors who all miss the deadline, the total reactivation cost is Rs. 20,000, plus the operational disruption of being unable to file any form during the period their DINs remain deactivated. If any annual filing deadline falls in that window, the late fee on those forms continues to accrue while the DINs are inactive.

Do not assume your CA will remind every director. DIR-3 KYC Web requires the director's personal OTP access to their registered mobile and email. Directors who are travelling internationally in September and are not reachable for OTP verification are a recurring source of avoidable defaults.

Penalty Framework: What a Late Filing Actually Costs

The Base Formula

For most e-forms filed under the Companies Act, 2013, the additional fee (portal late fee) is Rs. 100 per day from the day after the due date. This is paid directly on the MCA V3 portal when the form is filed late. There is no upper cap on this fee for regular companies that do not qualify as small companies or OPCs.

Separately, the Registrar of Companies can adjudicate penalties under the specific default provisions of the Act — Section 137 for failure to file financial statements, Section 92 for failure to file the annual return. These adjudicated penalties are distinct from, and in addition to, the portal late fee.

Section 446B: The Small Company and OPC Concession

Under Section 446B of the Companies Act, 2013, if the defaulting entity is a small company, OPC, start-up company, or producer company, the adjudicated penalty is capped at one-half of the penalty specified in the relevant provision, subject to:

• Maximum of Rs. 2 lakh for the company
• Maximum of Rs. 1 lakh for each officer in default

This concession applies to penalties adjudicated by the Registrar. You still pay the full Rs. 100 per day portal late fee regardless of company size.

Worked Example 1: Regular Private Limited Company, Late AOC-4

Scenario: A regular private limited company (not qualifying as a small company) holds its AGM on 30 September 2026 for FY 2025-26. It fails to file AOC-4 and finally does so on 28 February 2027 — a delay of 120 days. The company has two directors.

This is before legal fees for any compounding application or representation before the Registrar.

Worked Example 2: Small Company, Late AOC-4 and MGT-7A

Scenario: A small company (paid-up capital Rs. 80 lakh, turnover Rs. 18 crore) misses both AOC-4 and MGT-7A by 90 days. It has two directors.

Each of the two directors faces a further adjudicated penalty — each capped at Rs. 1 lakh under Section 446B — calculated on the same formula. Total combined exposure across the company and both directors for a 90-day delay on just two annual forms falls in the range of Rs. 55,000–80,000, well before any professional fees for curative filings.

DIR-3 KYC Late Filing

Three directors miss the 30 September 2026 deadline and file DIR-3 KYC on 20 November 2026.

• Late fee: Rs. 5,000 × 3 = Rs. 15,000 (flat, regardless of days elapsed after 30 September)

Common Mistakes and How to Fix Them

Mistake 1: Counting 30 days from the financial year end, not the AGM date. AOC-4 is due within 30 days of the AGM, not 30 days from 31 March. If your AGM is in August, your AOC-4 is due in September — most founders only realise this when the deadline has already passed. Fix: Note the actual AGM date in your calendar the day the AGM is held, and immediately set forward reminders for 14 days before each subsequent deadline.

Mistake 2: Believing DPT-3 is only for deposit-taking NBFCs and large companies. Any company that has received inter-corporate loans, promoter loans, or unsecured advances that are not classified as deposits must file DPT-3 by 30 June. Filing nil when a balance exists is worse than not filing — it is an incorrect disclosure. Fix: Ask your CA to review Schedule 1 of DPT-3 every April with reference to the 31 March position, regardless of whether your business has ever accepted public deposits.

Mistake 3: Assuming MSME-1 is only required when vendors are still unpaid at period end. MSME-1 must be filed if any dues were outstanding beyond 45 days at any point during the half-year, even if the amounts were subsequently settled. The form captures the existence of the overdue condition, not just the closing balance. Fix: Generate an MSME creditor ageing report at the end of September and March. If any overdue balance existed during the period, file regardless of whether it has since been cleared.

Mistake 4: Leaving DIR-3 KYC to the CA without ensuring OTP access. DIR-3 KYC Web requires OTP verification to the director's personally registered mobile number and email. Your CA cannot complete this without real-time access to the director's phone. Fix: Treat DIR-3 KYC as a personal responsibility, like filing your individual tax return. Block 30 minutes in your calendar for 25 September every year. Do not carry it to the 30th — portal congestion near any MCA deadline is real.

Mistake 5: Not tracking event-based filings in real time. DIR-12, PAS-3, and CHG-1 have 15-day or 30-day windows that begin the moment the corporate event occurs. A director who resigns in June while the management team is focused on a fundraise can easily cause a DIR-12 default with no one noticing until the next MCA login. Fix: Maintain a live log of corporate events — director changes, share allotments, charge creation — with a named owner responsible for triggering the relevant MCA filing within 24 hours of each event.

Building a Practical ROC Compliance Calendar for FY 2026-27

Plot your calendar around your AGM date. Most deadlines are fully deterministic once that date is fixed. Here is a working structure for a company with a 30 September 2026 AGM (covering FY 2025-26 accounts), which also incorporates ongoing FY 2026-27 half-year obligations:

Practical setup checklist:

1. Maintain a single shared cloud calendar (Google Workspace or Microsoft 365) with hard deadlines as all-day events, plus 30-day and 7-day warning reminders before each date.
2. Assign one named owner per filing — founder, CA, or CS. Shared responsibility routinely means no responsibility when a deadline approaches.
3. Run a 30-minute quarterly compliance review meeting in April, July, October, and January. Review filed, pending, and upcoming forms in each session.
4. Save a monthly screenshot of the MCA V3 dashboard (filed/pending forms view) in a shared folder accessible to your CA, CS, and finance head.
5. Maintain a rolling 12-month forward view rather than a static annual snapshot. Event-based triggers can land in any month — your calendar should always show what is due in the next 60 days regardless of where you are in the financial year.

Key Takeaways

• AOC-4 is due within 30 days of the AGM; MGT-7 or MGT-7A within 60 days. Count from the actual AGM date — not the financial year end.
• MSME-1 is due 30 April and 31 October every year. Filing is required even if all dues were settled before the period end, provided any overdue condition existed during the half-year.
• DPT-3 is due 30 June every year for any company with inter-corporate loans, promoter loans, or unsecured advances — not just deposit-taking companies.
• DIR-3 KYC is a personal director obligation due 30 September. A missed deadline costs Rs. 5,000 flat per DIN, deactivates the DIN from 1 October, and blocks all MCA filings until cured.
• Late fees are Rs. 100 per day with no cap for regular companies. A 120-day delay on AOC-4 costs Rs. 12,000 in portal fees alone, before any adjudicated penalty under Section 137.
• Section 446B halves adjudicated penalties for small companies, OPCs, and start-ups — maximum Rs. 2 lakh for the company and Rs. 1 lakh per officer in default — but the portal late fee of Rs. 100 per day is payable in full regardless of company size.
• Three consecutive years of AOC-4 or MGT-7 default triggers Section 164(2) disqualification — the director is barred from all company directorships for five years. The calendar is fully predictable; the penalty for ignoring it is not.