ROC Filings Explained: A Month-by-Month Compliance Calendar

ROC Filings Explained: A Month-by-Month Compliance Calendar

For a company with a financial year ending 31 March, the ROC compliance year has seven fixed annual deadlines plus a variable number of event-triggered forms. Miss any one of them and the penalty starts at Rs. 100 per day with no statutory ceiling. Miss three annual filings consecutively and every director loses their eligibility to sit on any board in India for five years under Section 164(2) of the Companies Act 2013. This calendar maps every obligation, its exact due date under current law, and the cost of getting it wrong — use it as a live reference, not a reminder that arrives after the deadline has passed.

The Annual Filing Stack: What Every Company Must File Every Year

These forms are due each year regardless of whether your company turned a single rupee of revenue.

MGT-7 / MGT-7A — Annual Return

Who files: Every company registered under the Companies Act 2013. One Person Companies (OPCs) and small companies file the simplified MGT-7A; all others file MGT-7.

Due date: Within 60 days of the date of the Annual General Meeting (AGM). For a company with FY ending 31 March 2026, the AGM must be held by 30 September 2026. If the AGM is held on the final permissible date of 30 September 2026, MGT-7 is due by 28 November 2026.

What it contains: Particulars of members, debenture holders, directors, Key Managerial Personnel (KMP), promoters, share capital, and indebtedness. The MCA V3 portal validates this data against the company's existing master data in real time — mismatches in paid-up capital or director details trigger automatic deficiency notices before the form is approved.

Signatory requirement: A practising Company Secretary (CS) certifies the form. Where no CS is employed, a director may sign — but for listed companies, a practising CS certification is mandatory regardless.

AOC-4 / AOC-4 XBRL — Financial Statements

Who files: Every company. Listed companies and companies meeting specified size thresholds (paid-up capital Rs. 5 crore or more, or turnover Rs. 100 crore or more in the immediately preceding year, among others) must file in XBRL format using AOC-4 XBRL.

Due date: Within 30 days of the AGM. If AGM is 30 September 2026, AOC-4 is due by 29 October 2026.

What to attach: Audited balance sheet, profit and loss statement, cash flow statement, notes to accounts, directors' report (including all mandatory disclosures under Section 134), auditor's report, and — where applicable — secretarial audit report, CSR report, and business responsibility report.

Common trap: The directors' report must explicitly address every item listed under Section 134(3). Missing even one item — say, the statement on adequacy of internal financial controls, or the disclosure on loans and guarantees under Section 186 — creates a deficiency notice on the MCA V3 portal and delays STP (straight-through processing) approval.

DIR-3 KYC / DIR-3 KYC Web — Director Know Your Customer

Who files: Every individual who holds a Director Identification Number (DIN), including those who are no longer active as directors on any company board.

Due date: 30 September 2026 for all DIN holders whose DIN was allotted on or before 31 March 2026.

Two modes of filing:

• DIR-3 KYC (full eForm): Filed the first time you complete KYC, or when your mobile number or email address changes.
• DIR-3 KYC Web: Used in all subsequent years if nothing has changed — confirm existing details on the MCA V3 portal using OTP authentication. This takes under five minutes.

Consequence of missing the 30 September deadline: DIN is deactivated on 1 October 2026. A deactivated DIN means the director cannot sign any board resolution, execute any contract, or authenticate any MCA form until the DIN is reactivated. Reactivation requires filing a belated DIR-3 KYC with an additional fee of Rs. 5,000 — this is a hard payment stop, not a waivable penalty.

DPT-3 — Return of Outstanding Loans Not Considered Deposits

Who files: Every company (except government companies) that has any outstanding amount — typically unsecured loans from promoters, directors, relatives, or inter-corporate borrowings — that is not classified as a deposit under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules 2014.

Due date: 30 June 2026 for the return covering amounts outstanding as on 31 March 2026.

What it covers: Each outstanding amount, lender/depositor name, amount, date of receipt, and the specific exemption clause under which it is excluded from being treated as a deposit.

Critical point: File DPT-3 even if you believe all outstanding amounts are clearly exempt. Many ROC offices have begun issuing notices to companies that stopped filing DPT-3 without explanation — the assumption being that the company may have accepted deposits without compliance. "We don't have any loans" still requires a nil return in many Registrar jurisdictions.

MSME Form 1 — Half-Yearly Return for Outstanding MSME Dues

Who files: Every company that has outstanding payments to Micro or Small Enterprises (MSEs) — as classified under the MSMED Act 2006 — that remain unpaid beyond 45 days from the date the goods or services were accepted.

Due dates:

• Half-year 1 April 2026 – 30 September 2026: due by 31 October 2026
• Half-year 1 October 2026 – 31 March 2027: due by 30 April 2027

Verification step you must take now: Ask your procurement or accounts payable team to identify every vendor holding an Udyam Registration Certificate. Create a separate payment-tracking column for these vendors. The 45-day clock runs from the date of acceptance of goods or services — not from the invoice date, not from the payment terms agreed in the purchase order.

Event-Based Filings: What Corporate Action Triggers Which Form

These forms are not tied to a calendar date — they activate the moment a specific corporate event occurs. Missing them is easy precisely because no external reminder exists.

Equity and Capital Events

When MGT-14 is mandatory and routinely missed: Board resolutions to borrow money, issue securities, invest company funds, or grant loans beyond prescribed limits under Section 179(3) must be filed using MGT-14 within 30 days. During a funding round, founders often pass multiple board resolutions to approve an ESOP scheme, authorise share allotment, and increase authorised capital — but forget that each qualifying resolution needs its own MGT-14 filing. One funding round can generate three or four MGT-14 triggers.

Director and Management Changes

Important protection for resigning directors: If a company delays filing DIR-12 after a director resigns, the director remains on MCA records as active — and can be held liable for events occurring after their actual departure. A resigning director should file DIR-11 independently on the MCA V3 portal to put their exit on record, regardless of what the company does.

Charges, Registered Office, and Beneficial Ownership

CHG-1 escalation: If you miss the 30-day window, the charge can still be registered within 60 days of creation with a higher additional fee. Beyond 60 days, you must apply to the Regional Director for condonation under Section 87 of the Companies Act — a process that typically takes several months and can freeze bank financing secured against that charge.

The Month-by-Month Compliance Calendar for FY 2026-27

This assumes a private limited company with FY ending 31 March and AGM planned for September 2026.

April 2026

• MSME Form 1 due 30 April for the half-year October 2025 – March 2026
• Close books for FY 2025-26; issue audit engagement letter to statutory auditor
• Hold first board meeting of FY 2026-27 if not yet done; circulate draft unaudited financials; collect Form MBP-1 (interest disclosures) from all directors

May 2026

• LLP Form 11 (Annual Return) due 30 May for all LLPs
• Finalise audit fieldwork; resolve audit queries with management
• Begin drafting directors' report and notes to accounts

June 2026

• DPT-3 due 30 June for all outstanding amounts as on 31 March 2026
• Hold board meeting to adopt and approve audited financial statements
• Fix AGM date and dispatch AGM notice with 21 clear days' notice period
• Ensure annual report is circulated to all members along with AGM notice

July 2026

• FLA Return due 15 July on RBI's FLAIR portal for companies with Foreign Direct Investment received or Overseas Direct Investment made during FY 2025-26 or with outstanding FDI/ODI balance
• File ITR-6 if company is not subject to tax audit (due as notified by CBDT for AY 2026-27)
• Send DIR-3 KYC Web reminders to all directors — do not wait for September, as the MCA V3 portal experiences server load in the last week of September

August 2026

• Hold AGM early if possible — do not wait until 30 September
• Immediately after AGM: begin preparation of AOC-4 and MGT-7
• Clear any pending PAS-3 or DIR-12 filings from Q1 corporate actions

September 2026

• AGM must be held by 30 September 2026 — this is the statutory outer limit for a company with FY ending 31 March; no automatic extension is available
• DIR-3 KYC / KYC Web due 30 September 2026 — every DIN holder without exception
• If AGM held on 25 September: AOC-4 due 24 October, MGT-7 due 23 November

October 2026

• AOC-4 due on or before 29 October (30 days from a 30 September AGM)
• MSME Form 1 due 31 October for half-year April 2026 – September 2026
• LLP Form 8 (Statement of Accounts and Solvency) due 30 October
• ITR-6 due for tax audit companies (as notified by CBDT; typically 31 October for AY 2026-27 — confirm on the income tax portal)

November 2026

• MGT-7 due in November (60 days from a September AGM; exact date depends on AGM date)
• Begin GSTR-9 (Annual GST Return) and GSTR-9C (Reconciliation Statement) preparation for FY 2025-26
• Hold second board meeting of FY 2026-27 — remember the rule: no more than 120 days' gap between any two consecutive board meetings

December 2026

• GSTR-9 and GSTR-9C typically due 31 December (confirm on GST portal — this deadline is frequently extended by notification)
• Conduct a mid-year compliance audit: verify every charge filing is current, all director changes are on record, any share allotments from the first half of the year have PAS-3 filed

January – March 2027

• Advance tax due 15 March 2027: Companies must pay 100% of advance tax liability by 15 March
• Begin pre-audit preparation for FY 2026-27: set up audit engagement, fix first board meeting date for April 2027
• Plan any capital restructuring, ESOP grants, or new director appointments before 31 March to contain the scope of event-based filings into the new year
• Verify all DINs remain active and check company master data on MCA V3 for any inconsistencies before the new compliance cycle begins

Penalty Calculator: What Late Filing Actually Costs in Rs.

The additional fee under Section 403 of the Companies Act 2013 for annual filing forms (MGT-7 and AOC-4) is Rs. 100 per day from the day immediately following the due date, with no upper cap. This is separate from, and in addition to, the normal government filing fee.

Worked example: XYZ Solutions Private Limited, FY 2025-26

Rs. 15,200 is only the direct government penalty. Add professional fees for preparing and certifying belated forms, internal management time lost to ROC notices, and the cost of any condonation application — and a company that simply "forgot to file on time" pays Rs. 40,000 to Rs. 60,000 in total impact for three missed deadlines.

Now apply this negligence across three consecutive years. Under Section 164(2), the MCA V3 portal will flag each director of XYZ Solutions for automatic disqualification — a consequence that cannot be reversed without restoring the company's compliance record and, in some cases, an NCLT petition.

Section 164(2) Director Disqualification: How It Happens and What to Do

The trigger: A company fails to file its financial statements under AOC-4 or its annual return under MGT-7 for three consecutive financial years. No court order is required — the disqualification is automatic in law.

The cascade of consequences:

1. The DIN of every director of the defaulting company is flagged "Disqualified" on the MCA V3 portal
2. The disqualified director cannot be appointed as director of any company in India and cannot continue as a director under Section 167(1)(a)
3. The disqualification period is 5 years from the date of disqualification
4. The defaulting company itself becomes eligible for compulsory strike-off under Section 248 of the Companies Act
5. Signing company documents — bank mandates, contracts, ROC forms — with a disqualified DIN is a criminal offence under Section 168 and Section 448

What founders miss: A disqualification covers every company the person sits on — not just the defaulting entity. An investor's nominee director who sits on a board that defaults on filings will lose their directorship on all other portfolio companies as well for five years.

If you discover a Section 164(2) risk — what to do:

1. Check DIN status on the MCA V3 portal under the "DIN Services" tab → "Director Details" — look for a "Disqualified" indicator
2. If the company is still active but in arrears: file all pending returns immediately, paying the applicable additional fee under Section 403 for each year of delay
3. If the company has been struck off under Section 248: file an NCLT petition for restoration under Section 252 — only after restoration can the pending annual returns be filed to clear the default
4. Note that filing pending returns does not automatically reverse a disqualification that has already been triggered — you may need separate legal advice on the appropriate remedy depending on the stage of default

Common Mistakes That Generate Avoidable ROC Problems

1. Skipping event-based filings during a funding round A startup raises a bridge round, allots CCPS to investors, passes board resolutions, and appoints a nominee director — all in the same week. PAS-3, two MGT-14s, and DIR-12 are each due within 30 days. All four are routinely missed because no single person "owns" post-transaction compliance.

2. Missing the AGM extension application If your audit is delayed and you cannot hold the AGM by 30 September, apply to the ROC for an extension under Section 96(1) before the deadline — an extension of up to 3 months can be granted for good cause. Companies discover this option only after the deadline has passed.

3. Assuming a company with zero revenue has no filing obligation Every registered company — dormant, pre-revenue, or shell — must file AOC-4 and MGT-7 annually. A company formally registered as dormant under Section 455 must still file the dormancy statement each year. Non-compliance carries identical penalties.

4. Forgetting Form 20A for newly incorporated companies A company incorporated after 2 November 2018 must file Form 20A — Declaration of Commencement of Business — within 180 days of incorporation. Missing this blocks the company from borrowing money or making investments, and attracts penalty under Section 10A. Many founders of FY 2026-27 incorporations overlook this entirely.

5. Letting the registered office address go stale ROC show-cause notices and strike-off orders are dispatched to the registered office on MCA records. If the company has moved and INC-22 was not filed, notices are served at the old address — and the company is treated as duly notified. File INC-22 within 30 days of any office change, without exception.

6. Filing DPT-3 for only part of the outstanding amounts Companies often capture promoter loans but miss inter-corporate deposits from group entities or loans from relatives of directors. Every amount that falls within the definition of "receipt of money" but is claimed to be a non-deposit must be declared in DPT-3, regardless of the lender's relationship to the company.

Building a Compliance System That Does Not Depend on Memory

No individual — not your CS, not your CFO — can reliably track seven annual forms, two half-yearly forms, and an unpredictable stream of event-based filings without a system. Here is a minimal but effective setup:

Step 1 — Create a master compliance tracker with these columns: Form name | Type (annual/event) | Due date | Owner | Status | SRN number | Additional fee paid. Keep it in a shared Google Sheet or Notion page that the CS, CA, and CFO can all edit.

Step 2 — Hold a 30-minute monthly compliance review where every filing due in the next 60 days is walked through. Sixty days is the right horizon — it gives you time to gather documents, get DSC renewed if needed, and prepare the form before the portal becomes congested in the final days before a deadline.

Step 3 — Maintain a corporate events log — a running record of every board resolution passed, every share allotment, every director change, and every charge created. For each entry, the log should answer: "Which MCA form does this trigger, and when is it due?" This is the only reliable way to catch event-based filings before the 30-day window closes.

Step 4 — Set DSC expiry reminders 90 days ahead for every authorised signatory. Most MCA V3 forms require a valid Digital Signature Certificate from the signing director or CS. An expired DSC on the filing date means at least a 24-48 hour delay for re-issuance — and a penalty day starts ticking regardless.

Step 5 — Verify MCA V3 master data after every filing. Confirm that the portal has updated share capital, director details, and registered office correctly once each form is approved. Errors in master data compound across future filings and can cause rejections months later.

Key Takeaways

• AOC-4 is due within 30 days of AGM and MGT-7 within 60 days — for an AGM held on 30 September 2026, the deadlines fall on 29 October 2026 and 28 November 2026 respectively.
• The Rs. 100-per-day additional fee for MGT-7 and AOC-4 has no upper cap — a 100-day delay costs Rs. 10,000 per form on top of normal filing fees.
• DIR-3 KYC by 30 September is a hard operational stop — one missed year deactivates the DIN and blocks all signing and filing activity until reactivation at Rs. 5,000.
• Three consecutive years of non-filing triggers automatic Section 164(2) disqualification — affecting every directorship that person holds across all companies in India, not just the defaulting entity.
• Event-based forms (PAS-3, MGT-14, DIR-12, CHG-1) each carry a 30-day window that begins from the corporate event itself — a corporate events log is the only reliable way to track them.
• DPT-3 (30 June), MSME Form 1 (31 October and 30 April), and DIR-3 KYC (30 September) are the three most commonly missed annual/half-yearly forms by finance teams who focus only on AOC-4 and MGT-7.
• A shared monthly compliance review with 60-day forward visibility, assigned form owners, and a corporate events log reduces filing failures more reliably than any reminder software alone.