ROC compliance checklist: Key Guide

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ROC compliance checklist: Key Guide

Every private and public company registered under the Companies Act, 2013 owes the Registrar of Companies (ROC) a defined set of filings each financial year — and further filings the moment specific corporate events occur. In FY 2026-27 the stakes are sharper than ever: the MCA V3 portal auto-flags late submissions, adjudication orders under Section 454 arrive faster than they did three years ago, and real-time data-sharing between MCA, CBDT and GSTN means a gap in one register surfaces in another within weeks. This checklist gives you a complete, prioritised view of what to file, when, and what it costs to get it wrong.

What "ROC Compliance" Actually Covers in 2026

ROC compliance is the umbrella term for every obligation a company owes the Ministry of Corporate Affairs (MCA) — from annual financial disclosures to immediate filings whenever a director resigns or shares are allotted. It operates primarily under the Companies Act, 2013 and the rules made under it, enforced by the jurisdictional Registrar of Companies.

Your obligations fall into four buckets:

1. Annual filings — due dates anchored to the AGM (Annual General Meeting) and financial year-end
2. Event-based filings — triggered by specific corporate actions, with short statutory windows
3. Director and KMP-level personal filings — KYC, disclosures of interest, and appointment consents
4. Statutory registers and records — maintained at the registered office, updated in real time

Miss any of these and the Section 403 additional fee clock starts at Rs. 100 per day per form — with no statutory cap. Let that run for three consecutive years across your annual forms and every director faces disqualification under Section 164(2) of the Companies Act, 2013.

Annual ROC Filings: The Three Non-Negotiables

These three forms are the backbone of annual compliance. Get these right and in sequence — everything else flows from them.

AOC-4: Financial Statements

What it is: The complete audited balance sheet, profit and loss account, cash flow statement, directors' report, and auditor's report for the financial year, filed electronically on the MCA V3 portal.

Due date: Within 30 days of the AGM. For FY 2025-26, if your AGM is held on September 30, 2026, AOC-4 is due by October 30, 2026.

XBRL requirement: Mandatory for listed companies, companies with paid-up capital ≥ Rs. 5 crore or turnover ≥ Rs. 100 crore. All others file in non-XBRL mode.

Key attachments:

• Standalone and consolidated (if applicable) financial statements
• Directors' Report with all prescribed annexures
• Form AOC-2 for related party transactions
• Auditor's Report including CARO 2020 report

Trap to avoid: Companies that hold the AGM on September 30 (the last permissible day) then discover the auditor has not yet signed the financials. The 30-day clock runs from the AGM date, not from the date your auditor delivers signed statements.

MGT-7 / MGT-7A: Annual Return

What it is: A structured snapshot of the company's shareholding pattern, directors and KMP, debt position, and changes during the year.

Which form to file:

• MGT-7: All companies except OPCs and small companies
• MGT-7A: OPCs and small companies — a shorter, simplified version

Due date: Within 60 days of the AGM — i.e., November 29, 2026 for an AGM held on September 30.

PCS certification: A practicing Company Secretary must certify MGT-7 if the company's paid-up share capital is ≥ Rs. 10 crore or its turnover is ≥ Rs. 50 crore. Below these thresholds, a director may sign. Many post-Series A startups cross the turnover threshold mid-year and miss this change in requirement.

ADT-1: Auditor Appointment Intimation

What it is: Intimation to the ROC of the appointment or re-appointment of the statutory auditor for the year.

Due date: Within 15 days of the AGM — i.e., October 15, 2026 for a September 30 AGM.

Common oversight: ADT-1 is required every year, not only at the start of the five-year auditor term. Even if the same audit firm is continuing, a fresh ADT-1 must be filed after each AGM at which the appointment is ratified or confirmed.

Event-Based ROC Filings: The Forms Most Companies Miss

Annual forms have visible calendared due dates. Event-based filings are triggered by corporate actions — and the clock starts the moment the event occurs, not when someone thinks to check.

DIR-12 in practice

A director who emails a resignation letter on June 1, 2026 creates a DIR-12 obligation due by July 1, 2026. The company cannot note the resignation at its next convenient board meeting and file later. The date of resignation — or the date the board accepts it, whichever comes first — starts the clock. Every director change in designation, including a shift from whole-time director to non-executive director without a full exit, also requires DIR-12.

PAS-3 and funding rounds

Startups closing seed or Series A rounds frequently allot shares weeks after the Board resolution and then take further weeks to file PAS-3. The 15-day window runs from the Board resolution date for allotment. Build PAS-3 filing into your closing checklist — alongside share certificates and the shareholders' agreement — not as a retrospective clean-up task.

DPT-3: The silent annual obligation

Every company that has received loans from directors, shareholders, or related parties — and is relying on an exemption from the deposit provisions under the Companies (Acceptance of Deposits) Rules, 2014 — must file DPT-3 by June 30 each year, disclosing the outstanding balance as of March 31. This is not optional even if the amount is Rs. 50,000. The ROC treats non-filing of DPT-3 as a serious default and it consistently shows up as a finding during scrutiny of founder-funded startups.

Board Meetings, AGM and Statutory Meeting Compliance

Board meetings under Section 173

Standard private and public companies must hold a minimum of four board meetings per year, with no gap exceeding 120 days between two consecutive meetings.

OPCs and small companies require a minimum of two board meetings per year, with no gap exceeding 90 days between consecutive meetings.

For FY 2026-27 (April 1, 2026 – March 31, 2027), a standard private limited company must schedule board meetings on or before roughly:

• June 29, 2026 (within 120 days of the last meeting in FY 2025-26)
• October 27, 2026
• January 25, 2027
• March 31, 2027

Failure to hold a board meeting: each officer in default is liable to a penalty of Rs. 25,000, plus Rs. 5,000 per day of continuing default under Section 173(4).

Annual General Meeting under Section 96

• Must be held within six months of the financial year-end — i.e., by September 30, 2026 for FY 2025-26
• First AGM: within nine months of the end of the first financial year
• Gap between two consecutive AGMs must not exceed 15 months
• Notice to members: minimum 21 clear days before the AGM (shorter notice with consent of members holding ≥ 95% voting rights)

If you need an extension, apply to the ROC using Form INC-28 before the September 30 deadline — extensions of up to three months are available on cause shown. Do not wait until the deadline day.

Statutory Registers: What You Must Maintain and Where

The Companies Act prescribes registers that must be kept at the registered office, available for inspection on demand. These are live documents — not filing-season documents.

Mandatory registers for every company:

• MGT-1: Register of Members — updated within 7 days of any change in shareholding
• MBP-1: Register of Directors and KMP interests — updated at each annual disclosure and on every change
• CHG-7: Register of Charges
• MBP-2: Register of Loans, Guarantees, Security given, and Investments under Section 186
• BEN-3: Register of Significant Beneficial Owners
• MGT-3: Register of Contracts or Arrangements in which directors are interested (Section 189)
• Minutes books: Separate books for Board meetings, General Meetings, and each Committee — maintained perpetually

Why this matters beyond inspection: In due diligence for a fundraise or acquisition, the first document request is always the statutory registers. A Register of Members that does not reflect a transfer that happened eight months ago, or a Register of Charges with a satisfied charge still showing as live, can delay or derail a transaction.

Director, KMP and Significant Beneficial Owner Compliances

DIR-3 KYC: September 30 deadline, no exceptions

Every individual holding a Director Identification Number (DIN) must file DIR-3 KYC (or DIR-3 KYC Web if no details have changed from the previous year) by September 30 annually.

If you miss this deadline: the DIN is marked as "Deactivated due to non-filing of DIR-3 KYC" and the director cannot sign any company document or file any form on the MCA V3 portal until reactivated. Reactivation requires filing the deferred DIR-3 KYC and paying Rs. 5,000 per DIN.

What you need: PAN, Aadhaar linked to a mobile number for OTP, email OTP verification, and self-attested identity and address proof.

MBP-1: Annual disclosure of interest

At the first board meeting of each financial year, and again whenever a director acquires or changes an interest, every director must submit a fresh Form MBP-1 disclosing interests in firms, private companies, public companies, body corporates, and trusts. This obligation is annual and continuous — not once at appointment.

Significant Beneficial Ownership (SBO) under Section 90

Under the Companies (Significant Beneficial Owners) Rules, 2018, any individual holding ≥ 10% beneficial interest (directly or indirectly, whether through shares, voting rights, dividend rights, or the right to exercise significant influence or control) must:

1. File BEN-1 with the company
2. The company files BEN-2 with the ROC within 30 days of receiving BEN-1
3. The company maintains BEN-3 (the Register of Significant Beneficial Owners)

Many founder-led companies — where equity is held through family members, HUFs, or family trusts — have unaddressed SBO exposure. Map your cap table to the beneficial ownership rules before the ROC maps it for you.

CSR-2: For companies above the CSR threshold

Companies whose net worth is ≥ Rs. 500 crore, or turnover ≥ Rs. 1,000 crore, or net profit ≥ Rs. 5 crore must spend 2% of average net profit of the last three financial years on CSR activities and file Form CSR-2 disclosing spend, unspent amounts, and CSR committee composition. CSR-2 is filed separately from AOC-4 with a due date of March 31 following the relevant financial year.

Cross-Regulatory Touchpoints That Now Feed Into ROC Scrutiny

The MCA V3 portal's integration with other government databases means your ROC filings are cross-verified in near real time against:

• CBDT (PAN database): Director PAN in DIR-12 is verified against income tax records. A mismatch causes a rejection or a flag for scrutiny.
• GSTN: Turnover declared in AOC-4 is compared against the GSTR-9 (Annual Return) figure. A significant discrepancy triggers a cross-agency inquiry. Reconcile these numbers before filing either.
• RBI / FEMA: Foreign shareholding disclosed in MGT-7 must match the FC-GPR and FC-TRS filings on the RBI's FIRMS portal. Any FDI received in the year without a corresponding FC-GPR creates a mismatch that surfaces during ROC scrutiny.
• SEBI LODR (for listed entities): Listed companies must file quarterly shareholding patterns, financial results within 45 days (quarterly) and 60 days (annual), and report board changes within 24 hours — all layered on top of ROC obligations.

The practical implication: do not treat a GST notice or an income tax notice as an isolated problem. Resolve the underlying data inconsistency before it migrates into an ROC scrutiny order.

Pitfalls to Avoid: Common ROC Compliance Mistakes

1. Treating the AGM date as a start date, not a trigger date. If you obtain an ROC extension and hold your AGM on November 2, 2026, AOC-4 is due December 2, 2026 — not the originally planned October 30. Recalculate every downstream due date as soon as the AGM date changes.

2. Filing MGT-7 without PCS certification after a funding round. Your paid-up capital or turnover crossing Rs. 10 crore or Rs. 50 crore mid-year changes the certification requirement. Directors who self-certify at that scale are in violation. Review the threshold at the start of each filing cycle.

3. Assuming DPT-3 is only for deposit-taking companies. If your promoters or directors have given unsecured loans to the company — even Rs. 1 lakh — you must file DPT-3 by June 30 each year. Non-filing is a default regardless of whether you ever took public deposits.

4. Skipping CHG-4 after repaying a secured loan. Once a term loan or working capital facility is fully repaid, file CHG-4 within 30 days to record the charge as satisfied. Stale charges on the ROC record are a persistent due diligence problem that requires an NCLT application to rectify after the window has passed — an expensive and time-consuming process.

5. Forgetting INC-20A for post-November 2019 companies. Companies incorporated after November 2, 2019 must file INC-20A (Commencement of Business Declaration) within 180 days. Until this is filed, the company legally cannot commence business, borrow money, or apply for any licence. Penalty for non-filing: Rs. 50,000 on the company and Rs. 1,000 per day on defaulting officers.

6. Missing DIR-12 for a change in designation, not just an exit. A director moving from whole-time to non-executive status — without resigning — is a change in designation and requires DIR-12 within 30 days.

Worked Example: What a Single Year of Neglect Costs

Company: Omega Retail Private Limited (2 directors, incorporated 2021, FY 2025-26, AGM held September 30, 2025)

The founders prioritised a fundraising process in Q3 and Q4 of FY 2025-26 and deferred all ROC filings to March 2026.

Total additional MCA fees: Rs. 86,800 — for one company, one financial year.

Add normal government filing fees (Rs. 300–600 per form), professional fees for emergency late compilation, and the Section 454 adjudication penalty an officer can impose (up to Rs. 50,000 per officer per violation for AOC-4 and MGT-7 non-compliance), and the actual cost exceeds Rs. 2 lakhs comfortably.

The outcome: the investor's legal counsel discovered all six defaults during due diligence and required a clean-up opinion letter, additional representations and warranties in the SHA, and a Rs. 15 lakh escrow for potential ongoing ROC penalties. The fundraise closed four weeks late. The total cost of the deferred filings — in fees, professional time, and deal friction — exceeded Rs. 20 lakhs. A monthly CS retainer would have cost Rs. 8,000–15,000 per month.

Building Your 2026 ROC Compliance Calendar

A compliance calendar is a workflow, not a list of dates. Here is how to build one that actually works.

Step 1 — Anchor to four pillars

Map every obligation to one of: Annual filings, Event-based filings, Director-level KYC and disclosures, and Cross-regulatory reconciliations. Each pillar has a different owner and review frequency.

Step 2 — Set three-layered reminders

For each due date, set automated reminders at 30 days, 15 days, and 7 days in advance. Use Google Calendar, a shared compliance tracker (Google Sheets, Notion, or dedicated software like Legatrix or cygov), or your CS firm's workflow tool. The specific tool matters less than the discipline of actually checking it.

Step 3 — Assign one compliance owner

One person — an in-house Company Secretary or an outsourced CS firm — must own the master calendar. Their job: update filing status weekly, escalate any open item older than 15 days to the Audit Committee or CFO within 24 hours, and present a quarterly compliance dashboard to the Board. This single discipline eliminates most ROC defaults before they become defaults.

Step 4 — Pre-AGM checklist (six weeks before)

Run through this at least six weeks before your AGM date:

• Auditor has signed the financial statements ✓
• Board has approved and signed financial statements ✓
• AGM notice drafted; 21 clear days' notice will be dispatched on time ✓
• ADT-1 drafted and ready to file within 15 days post-AGM ✓
• AOC-4 data compiled; XBRL tagging in progress if applicable ✓
• MGT-7 / MGT-7A data verified — shareholding pattern, all director changes reconciled ✓
• DIN status of all directors confirmed as "Approved" on MCA V3 ✓

Step 5 — Quarterly reconciliation

Every quarter, pull your SRN (Service Request Number) records from the MCA V3 portal and reconcile them against your compliance calendar. Any form without an SRN and more than 15 days past its due date is an active default — escalate immediately.

Key Takeaways

• Three annual filings drive your compliance spine: AOC-4 (30 days from AGM), MGT-7 or MGT-7A (60 days from AGM), and ADT-1 (15 days from AGM). A delayed AGM cascades into all three — recalculate every due date the moment your AGM date shifts.
• Late filing costs Rs. 100 per day per form with no cap. Across five deferred forms and 100–200 days of delay, you are looking at Rs. 50,000–Rs. 1 lakh in additional fees alone — before Section 454 adjudication penalties.
• Event-based filings are the most commonly missed. DIR-12, PAS-3, CHG-1, CHG-4, and DPT-3 each have 15–30-day windows triggered by actions your legal and finance teams are managing simultaneously. Build ROC filing into every corporate action checklist.
• DIR-3 KYC by September 30 is personal and non-delegable. A deactivated DIN means the director cannot sign a board resolution, a bank form, or any MCA filing until paying Rs. 5,000 for reactivation.
• DPT-3 by June 30 applies to every company with director or promoter loans — not just companies that have taken public deposits. This is the most frequently missed annual filing among founder-funded startups.
• MCA V3 data crosses to CBDT and GSTN. If your AOC-4 turnover does not reconcile with your GSTR-9, expect a cross-agency notice. Align both filings before submission.
• A compliance calendar with a single owner and quarterly reconciliation eliminates most ROC risk. The cost of a CS retainer — Rs. 8,000–20,000 per month for a mid-sized private company — is always smaller than one year's late fees, never mind the due diligence cost of a dirty ROC record.