A Complete Filing and Compliance Guide by an Expert Company Secretary
Introduction
Completing your incorporation is only the first milestone. The real challenge begins with maintaining annual ROC and MCA compliances — the lifeline of a legally active company.
Under the Companies Act, 2013, every company — whether operational or inactive — must file its financial statements, annual return, and other statutory disclosures each year. Missing these filings can trigger ₹100 per day penalties, director disqualification, or even strike-off under Section 248.
In this 2025 edition of the Annual ROC Compliance Calendar, I’ve outlined the key forms, filing timelines, and compliance best practices every Private Limited Company or Startup in India should follow to stay fully compliant and credible in the eyes of investors, banks, and regulators.
What is Annual ROC Compliance?
Annual ROC compliance refers to the mandatory MCA filings every registered company in India must complete each financial year. These filings include financial statements (Form AOC-4), annual returns (Form MGT-7 or MGT-7A), and related forms under the Companies Act, 2013, ensuring legal and governance transparency.
Even if your company has no turnover or business activity, you must still file your annual return and statement of accounts. The filings become part of the public record with the Registrar of Companies (ROC) and reflect your company’s governance discipline under the MCA V3 system.
For companies that have just completed their incorporation, I recommend reading:
👉 Post-Incorporation Compliance Checklist for Indian Companies (2025 Guide)
This article explains the filings required within the first 180 days of registration, before you move into annual compliance.
Key Annual ROC Filings for FY 2024–25
Below is a quick overview of the mandatory annual filings every company must complete after its first financial year:
| Form | Purpose | Due Date | Key Legal Reference |
|---|---|---|---|
| AOC-4 / AOC-4 XBRL | Filing of Financial Statements (Balance Sheet, P&L, Directors’ Report, etc.) | Within 30 days of AGM | Section 137 of Companies Act |
| MGT-7 / MGT-7A | Annual Return (shareholding, directors, capital structure) | Within 60 days of AGM | Section 92 |
| DPT-3 | Return of Deposits and Loans (even NIL) | 30 June 2025 | Rule 16, Deposit Rules |
| ADT-1 | Auditor Appointment / Reappointment | Within 15 days of AGM | Section 139 |
| DIR-3 KYC / DIR-3 KYC-WEB | Annual Director Verification | 30 September 2025 | Rule 12A |
| MSME-1 | Half-yearly Return for Delayed Payments to MSMEs | 30 April and 31 October 2025 | MSME Development Act |
| BEN-2 | Disclosure of Significant Beneficial Ownership | Within 30 days of change | Section 90 |
Annual ROC Compliance Calendar – FY 2024–25 (Month-Wise Timeline)
| Month | Compliance | Form / Return | Due Date | Remarks |
|---|---|---|---|---|
| April 2025 | MSME Return (Oct–Mar) | MSME-1 | 30 April 2025 | For payments pending >45 days to MSME vendors |
| June 2025 | Return of Deposits | DPT-3 | 30 June 2025 | Compulsory for all companies (even NIL) |
| July 2025 | RBI FLA Return (if FDI) | FLA | 15 July 2025 | FEMA requirement for companies with foreign shareholding |
| September 2025 | Director KYC | DIR-3 KYC / KYC-WEB | 30 September 2025 | Mandatory for every director |
| October 2025 | Financial Statement Filing | AOC-4 / AOC-4 XBRL | 30 October 2025 | Within 30 days of AGM |
| November 2025 | Annual Return Filing | MGT-7 / MGT-7A | 29 November 2025 | Within 60 days of AGM |
| December 2025 | Auditor Reappointment | ADT-1 | 14 days from AGM | Annual appointment confirmation |
| January 2026 | FEMA Reporting (if applicable) | FC-GPR / FC-TRS | 30–60 days from event | Through RBI FIRMS portal |
| March 2026 | Registers & Minutes Update | MGT-1, SH-1, MBP-2 | Ongoing | Maintain statutory records |
Common Penalties and MCA Enforcement under V3
The MCA V3 platform automatically calculates penalties — ₹100 per day, per form, with no upper cap. This applies separately to AOC-4 and MGT-7A filings.
Example:
- AOC-4 delayed by 30 days = ₹3,000
- MGT-7A delayed by 60 days = ₹6,000
Total = ₹9,000 penalty before the next filing is accepted.
Persistent non-filing leads to strike-off proceedings under Section 248 and director disqualification under Section 164(2).
You can explore more on this in our detailed guide:
👉 Annual Filing on MCA V3 Portal – Process, Forms & Penalties Explained (2025 Update)
Why a Company Secretary is Crucial for Annual Compliance
Engaging a Company Secretary in practice ensures that every filing is correct, timely, and well-documented. A CS helps you:
- Draft accurate Board and AGM resolutions.
- Reconcile financial and shareholding data before filing.
- Coordinate filings for ROC, FEMA, and Income Tax consistency.
- File MGT-8 certificates (where required) for governance assurance.
- Avoid non-compliance penalties and ensure audit readiness.
For startups and small companies, a CS is not a cost — it’s compliance insurance.
Practical Tips for Founders
- Don’t assume “no business = no filing.” Even dormant companies must file.
- File DPT-3 annually — even for zero loans.
- Schedule your AGM by 30 September each year.
- Renew all DSCs before October (AOC-4 filing month).
- Keep the same professional handling ROC, GST, and FEMA filings to ensure data consistency.
- Cross-verify MCA Master Data periodically to confirm “Active” status.
FAQs
Q1. Do companies with no revenue still need to file AOC-4 and MGT-7A?
Yes. Every company must file these forms annually, even if there is no business activity.
Q2. Can the annual filings be done after the due date?
Yes, but late fees of ₹100 per day apply, and filings may be rejected for prolonged delay.
Q3. Is DPT-3 mandatory for all companies?
Yes. It confirms whether or not your company has accepted any deposits or loans.
Q4. What if AGM is delayed beyond 30 September?
File Form GNL-1 for AGM extension (up to 3 months), approved by ROC.
Q5. What’s the difference between MGT-7 and MGT-7A?
MGT-7A is for OPCs and small companies; MGT-7 is for others.
Q6. What if my director forgets to complete DIR-3 KYC?
His/her DIN becomes inactive until KYC is updated, attracting ₹5,000 penalty for reactivation.
Q7. Can these filings be handled without a professional?
While technically possible, the MCA’s new digital verification system makes professional review by a Company Secretary in practice highly advisable.
Summary: Compliance Builds Credibility
Annual ROC compliance is more than a legal formality — it’s your company’s credibility signal. A consistent filing record demonstrates transparency, good governance, and financial discipline — values that investors, bankers, and regulators closely monitor.
With AI-based cross-verification in MCA V3, companies can no longer afford oversight. Timely compliance keeps your business legally active, bankable, and trusted.
Work with an experienced Company Secretary to ensure your filings are accurate, your documentation is complete, and your reputation remains spotless.
About the Author
Prashant Kumar is a Company Secretary, Published Author, and Partner at Pratham Legal, a full-service Indian law firm advising on corporate, regulatory, and transactional matters.
He is an expert in corporate compliance and governance, having advised and led compliance functions for both startups and large corporates. Over his career, he has served as Company Secretary & Compliance Officer with Woodland, IndoBevs, and Deesan Group, and has advised prominent organisations including GMR Group, Medanta Hospitals, Ahuja Group, Mantri Group, Isprava, and The Ashoka Hotels on end-to-end corporate, legal, and regulatory compliance frameworks.
At Pratham Legal, Prashant specialises in helping businesses build credible, compliant, and sustainable legal foundations, with a focus on board governance, ROC and MCA compliance, FEMA, and strategic legal advisory.
He can be contacted for professional discussions at 📧 prashant@prathamlegal.com or via 📞 +91 98210 08011.
