ROC Compliance in 2023-24 (FY 22-23)

ROC Compliance in 2023-24 (FY 22-23)

For a private company that held its AGM on 30 September 2023, the ROC compliance clock for FY 2022-23 started ticking on 1 October 2023. AOC-4 was due 30 October, MGT-7 by 29 November, and DIR-3 KYC had a 30 September cut-off that same year. Miss those windows and the late-filing meter runs at ₹100 per day per form with no statutory upper cap on portal fees. A two-form default sitting unfiled since late 2023 already exceeds ₹1 lakh in MCA additional fees by mid-2026 — before any adjudicated penalty under Sections 92 or 137 of the Companies Act, 2013 is separately levied.

This article maps every mandatory filing for FY 2022-23, shows you the exact penalty arithmetic using real numbers, explains what happens when a director faces Section 164(2) disqualification, and provides a sequenced remediation plan for companies cleaning up historical defaults right now.

Why FY 2022-23 Still Has Active Legal Consequences

FY 2022-23 closed on 31 March 2023. Most companies were required to hold their Annual General Meeting (AGM) by 30 September 2023 under Section 96 of the Companies Act, 2013 — six months from the close of the financial year. That places the ROC filing deadlines for that year in October and November 2023, squarely within the five-year limitation window for recovery action and, more critically, inside the three-year window for Section 164(2) director disqualification.

Three consecutive years of non-filing — FY 2021-22, FY 2022-23, FY 2023-24 — triggers automatic director disqualification. If your company missed FY 2022-23, you are already inside the danger zone. Even if this is the only missed year, the gap is immediately visible in MCA V3 master data. Lenders, investors, and government counterparties routinely run a company search before disbursing funds or entering contracts — a missing AOC-4 is the first thing anyone sees.

The other driver of urgency is the matured adjudication regime. Since the Companies (Amendment) Act, 2019, Regional Directors and Registrars of Companies can directly levy monetary penalties under Section 454 without launching criminal prosecution. Adjudication is faster, and notices are being issued. Companies that wait out the problem face compounding exposure with each passing day.

The Annual Compliance Calendar for FY 2022-23

The following section maps every mandatory form, the applicable legal provision, and the standard due date — assuming the AGM was held on 30 September 2023, the last permissible date.

Financial Statements and Annual Return

AOC-4 — Form for filing financial statements

• Section: 129 read with Section 137, Companies Act, 2013
• Due date: 30 days from AGM = 30 October 2023
• Signed by the MD/WTD/CFO and countersigned by the Company Secretary (if applicable). OPCs have a different trigger (180 days from year-end); all other private and public companies use the standard 30-day window.

MGT-7 / MGT-7A — Annual return

• Section: 92
• Due date: 60 days from AGM = 29 November 2023
• MGT-7A applies to small companies and OPCs (introduced from FY 2021-22). All other private and public companies file MGT-7. Both forms are filed on MCA V3 as web forms.

Auditor Filing

ADT-1 — Intimation of auditor appointment

• Section: 139
• Due date: 15 days from AGM = 15 October 2023
• Required when an auditor is newly appointed or re-appointed after a casual vacancy. Ongoing auditors serving out their five-year term do not require annual re-filing, but any disruption in continuity triggers a fresh ADT-1.

Deposit and MSME Compliance

DPT-3 — Return of deposits and particulars of transactions not considered as deposits

• Rule: Rule 16 / Rule 16A, Companies (Acceptance of Deposits) Rules, 2014
• Due date: 30 June every year (for the period ending 31 March)
• This is one of the most widely missed filings. DPT-3 is not limited to companies that accepted public deposits. Every company that has received money under the categories listed in Rule 2(1)(c) — inter-corporate loans, director loans, shareholder advances, security deposits — must file DPT-3. If there are no such amounts outstanding, a NIL return under Rule 16A is still required.

MSME-1 — Half-yearly return of outstanding dues to MSME-registered suppliers

• Applicable law: MSME Development Act read with MCA notification dated 22 January 2019
• Due dates: 30 April (October–March period) and 31 October (April–September period)
• Required only if the company has dues to MSME-registered suppliers outstanding beyond 45 days. Not applicable to every company, but companies that have MSME vendors and are not filing this form are exposed.

Director KYC and Beneficial Ownership

DIR-3 KYC / DIR-3 KYC Web

• Rule: Rule 12A, Companies (Appointment and Qualification of Directors) Rules, 2014
• Annual due date: 30 September every year
• Every individual who holds a DIN (Director Identification Number) — whether currently serving as a director or not — must complete DIR-3 KYC by this date. First-time filers use the full DIR-3 KYC form. Returning filers use the simpler DIR-3 KYC Web, which is an OTP-and-verify process on MCA V3.
• Consequence of non-filing: DIN is marked "Deactivated due to non-filing of DIR-3 KYC." Reactivation requires filing DIR-3 KYC with a late fee of ₹5,000.

BEN-2 — Declaration of significant beneficial ownership

• Section: 90
• Trigger: Event-based — filed within 30 days whenever a Significant Beneficial Owner (SBO) is identified, or whenever the ownership structure changes. Not a calendar-driven annual filing, but frequently missed because companies skip the SBO identification exercise entirely.

MCA V3 and Historical Filings: What You Need to Know Before You File

The Ministry of Corporate Affairs migrated its filing infrastructure to MCA V3 starting in early 2022. By FY 2022-23, most forms were either exclusively on V3 or in active transition from the legacy V2 platform. If you are revisiting historical defaults today, the following V3 realities will affect your process.

All master data is now on V3. To verify what was actually filed and what was not, log in to mca.gov.in, navigate to the company's master data, and review all filed documents against their Service Request Numbers (SRNs). Every SRN from the legacy V2 era appears here. A missing SRN is evidence of a non-filing — an adjudicating officer reading the same master data sees what you see.

Web forms have replaced several e-forms. DIR-3 KYC Web, DPT-3, and a growing number of event-based forms are now browser-based on V3. There is no form utility to download and run locally. DSC (Digital Signature Certificate) attachment is handled through V3's integrated signing module. Attempting to file using an old V2 workflow will not work.

Business User registration is a prerequisite. A company must have a Business User account on MCA V3 linked to its CIN (Corporate Identification Number) before any filing can proceed. If this registration was never completed — which is not uncommon for dormant companies — that one-time setup must be done first.

V3 cross-validates DIN status in real time. When you submit AOC-4 or MGT-7, the portal checks the DIN status of every director listed in the form. If any signing director has a deactivated DIN, the form will fail at the processing stage. This makes DIR-3 KYC revival a hard prerequisite for filing other forms, not a parallel task you can deal with later.

Worked Example: What Two Missed Years Actually Costs

Scenario: A private company with two directors failed to file AOC-4 and MGT-7 for both FY 2021-22 and FY 2022-23. The company is ready to file everything in May 2026. No MCA extension or CFSS scheme applies.

MCA Portal Additional Fees (₹100 per day per form)

FY 2021-22 (AGM assumed 30 September 2022):

• AOC-4 due 30 October 2022 → 936 days late → ₹93,600
• MGT-7 due 29 November 2022 → 906 days late → ₹90,600

FY 2022-23 (AGM assumed 30 September 2023):

• AOC-4 due 30 October 2023 → 571 days late → ₹57,100
• MGT-7 due 29 November 2023 → 541 days late → ₹54,100

Total MCA portal additional fees: ₹2,95,400 — payable at the time of filing, before the forms are even accepted.

Statutory Penalties Under Sections 137 and 92

These are separate from portal fees and are adjudicated by the RoC's appointed adjudicating officer.

Under the post-2019 amendment to Section 137 (for AOC-4 default) and Section 92 (for MGT-7 default), the penalty structure is:

• Company: ₹10,000 per form + ₹100 per day of continuing default, capped at ₹2,00,000 per form
• Officer in default: ₹10,000 per form + ₹100 per day of continuing default, capped at ₹50,000 per officer

For four forms (two AOC-4, two MGT-7) at the statutory maximum:

• Company: 4 × ₹2,00,000 = ₹8,00,000
• Both directors: 4 × ₹50,000 × 2 = ₹4,00,000

Maximum total statutory penalty: ₹12,00,000

Adjudicating officers have discretion; first-time defaults with a clear remediation plan rarely attract the statutory ceiling. But even at 25% of the maximum, the statutory penalty adds approximately ₹3 lakhs to the ₹2.95 lakhs already paid in additional fees — bringing the total close to ₹6 lakhs for two missed years on two forms. That figure does not include any DPT-3 default, MSME-1 non-compliance, or ADT-1 misses.

Director Disqualification Under Section 164(2): The Risk No One Anticipates

Section 164(2) of the Companies Act, 2013 operates automatically. A director is disqualified if any company in which they hold (or held) a directorship has not filed annual returns or financial statements for three consecutive financial years. The consequences:

• The disqualification takes effect the moment the third year of default is established — no court order is needed
• The director cannot be appointed or continue as a director in any company for five years from the date of disqualification
• Any board resolution passed by a disqualified director after that date is legally voidable
• The disqualification affects every company the person is associated with, not only the defaulting entity

Checking your exposure: Go to mca.gov.in, select MCA Services → Master Data → DIN Search. A deactivated or disqualified DIN status is visible to anyone — lenders, investors, and the company's own auditors check this in standard due diligence.

The cure route: There is no simple administrative process to undo a completed Section 164(2) disqualification. The standard approach is to file all pending forms and pay applicable fees to prevent the disqualification from worsening (or from triggering a further one), then approach the NCLT for relief if the default arose from demonstrably extraordinary circumstances. For companies struck off as a consequence, revival under Section 252 before the NCLT is available for up to 20 years from the date of strike-off for the company itself, and within three years for members and creditors.

LLP and Section 8 Company Compliance: Different Triggers, Same Urgency

LLP Annual Filing Under the LLP Act, 2008

LLPs follow a parallel — but legally distinct — compliance calendar under the Limited Liability Partnership Act, 2008 and rules made thereunder.

• Form 11 (Annual Return): due within 60 days of the end of the financial year = 30 May each year
• Form 8 (Statement of Account and Solvency): due by 30 October each year
• Late fee for both: ₹100 per day per form — identical to the company-level rate

An LLP that has not filed Form 8 or Form 11 for two consecutive years can be struck off by the RoC under Section 75 of the LLP Act. Unlike the Companies Act where strike-off requires two or more default years plus a notice process, LLP strike-off timelines are tighter. Revival requires an application before the NCLT under Section 75(2).

Designated Partners (DPs) hold DPINs — functionally identical to DINs. Annual DPIN KYC follows the same DIR-3 KYC process and the same 30 September deadline as company directors. A deactivated DPIN creates the same filing blockage for LLPs as a deactivated DIN does for companies.

Section 8 Companies

A Section 8 company — incorporated for charitable, educational, social, or other objects under Section 8 of the Companies Act, 2013 — is a full company under the Act. It files the same annual ROC forms as any private company: AOC-4, MGT-7, ADT-1, DPT-3, and DIR-3 KYC. Section 8 status does not grant any exemption from these filings.

What is different is the additional layer of consequence. A Section 8 company that contravenes any provision of the Act — including ROC filing defaults — risks revocation of its Section 8 license under Section 8(6). If the license is revoked, the company becomes an ordinary company and loses all tax exemptions under Section 12A and Section 80G of the Income-tax Act, 1961. For NGOs and charitable trusts structured as Section 8 companies, this is an existential risk. Timely ROC compliance is not merely a legal obligation here — it is directly tied to the funding model.

Step-by-Step Remediation for Companies with Historical Defaults

Filing out of sequence on MCA V3 creates rejection errors and data mismatches that further delay resolution. Follow this order:

1. Pull the company's master data on MCA V3. Search by CIN, download the list of filed documents with SRNs, and map which AOC-4, MGT-7, and other forms are missing for each year. This gives you a written baseline for the remediation.

1. Check DIN status for all current and former directors. For each DIN, confirm whether the status is Active, Deactivated, or Disqualified. Do not assume — check the MCA portal directly.

1. File DIR-3 KYC or DIR-3 KYC Web for every deactivated DIN, paying the ₹5,000 reactivation fee. This step must be completed before any other form can be signed and submitted. MCA V3 will reject AOC-4 and MGT-7 at processing if a signing director's DIN is deactivated.

1. File DPT-3 for all outstanding years. If the company has received any director loans, shareholder advances, or inter-company borrowings at any point, DPT-3 is mandatory. File the earliest missed year first and work forward. DPT-3 can be filed independently of the financial statement cycle.

1. Prepare and get the financial statements board-approved for each missing year. AOC-4 cannot be filed without audited financial statements signed by the auditor and approved by the Board. If accounts were never prepared, engage a CA to compile them from available data. This step takes time — plan for two to four weeks per year.

1. File AOC-4 in chronological order — oldest year first, then moving forward year by year. Pay the applicable MCA additional fees at the time of submission.

1. File MGT-7 / MGT-7A immediately after each AOC-4 is acknowledged. The SRN from the acknowledged AOC-4 is referenced in MGT-7. Do not skip ahead to a later year before filing both forms for the earlier one.

1. File ADT-1 if an auditor appointment or re-appointment occurred during any of the defaulting years and was not reported at the time.

1. Respond to adjudication notices promptly. After the backlog is filed, you may receive an adjudication notice under Section 454 for the period of default. Submit a written reply with all acknowledgment receipts, SRNs, and fee payment challans attached. A clear remediation narrative tends to result in lower penalty levies.

1. Apply for Condonation of Delay under Section 460 where the penalty is disproportionate or where legitimate extenuating circumstances exist — a director's serious illness, a prolonged dispute with auditors, or force majeure events. Applications go before the Regional Director for most company defaults. NCLT has jurisdiction over struck-off company revivals.

Common Mistakes That Turn a Penalty Into a Crisis

Filing MGT-7 before AOC-4. The annual return is intended to follow the financial statements. Filing in reverse order creates a data integrity flag on V3 that adjudicating officers read as evidence of disorganised governance.

Treating DPT-3 as optional for companies without public deposits. This mistake is pervasive. Rule 16A requires a NIL return even when there are no outstanding amounts. The penalty for non-filing applies regardless of whether any money was actually received.

Ignoring DIR-3 KYC for a director who "no longer works with us." A deactivated DIN blocks all filings where that director's name appears — including the company's current-year forms — because V3 validates DIN status against the company's master data. The 30 September deadline applies to the DIN, not to the director's current employment status.

Recycling financial statements across multiple backlog years. When clearing multiple years at once, each AOC-4 requires financial statements specifically audited for that year, signed by the auditor of record for that year. Using the wrong financial statements results in a mismatch with the auditor's digital signature on file with the ICAI database.

Assuming a struck-off company is a dead end. Companies struck off under Section 248 can be revived through the NCLT under Section 252 within 20 years. Directors who continue acting on behalf of a struck-off company without revival are personally liable for all obligations incurred during that period.

Waiting for a compounding order before filing. Section 441 compounding requires the offence to be "not of a serious nature." Adjudicating officers look more favourably on voluntary filings made before the compounding application, not after. File first, then apply for relief.

Key Takeaways

• AOC-4 is due 30 days from the AGM; MGT-7 is due 60 days from the AGM. For FY 2022-23 companies with a 30 September 2023 AGM, the hard deadlines were 30 October and 29 November 2023.
• MCA portal additional fees of ₹100 per day per form carry no upper cap. Two missed forms across two years costs approximately ₹2.95 lakhs in portal fees alone before any statutory adjudication penalty is added.
• Section 164(2) disqualification is automatic after three consecutive years of non-filing and affects every company the director sits on — not just the defaulting one.
• DIR-3 KYC must be revived before any other form can be filed on MCA V3. A deactivated DIN blocks company-level filings at the processing stage; this step cannot be deferred.
• DPT-3 is a universal annual filing for companies that have received director loans, shareholder advances, or inter-company borrowings — not just companies that accepted public deposits from the public.
• LLPs face a two-year non-filing trigger for strike-off, tighter than the company equivalent; Form 11 is due 30 May and Form 8 is due 30 October each year.
• File, pay, and document. Every SRN and every MCA acknowledgement email is evidence in an adjudication proceeding and a clean signal in due diligence. Companies that respect the compliance calendar pay fees; companies that ignore it pay penalties, lose directors, and sometimes lose the company itself.