A founder with a company that earned nothing in three years assumed there was nothing to file. There was. By the time anyone looked, the daily penalties had run without a cap on two forms for three years, all the directors were disqualified for five years under Section 164(2) — barred from every other board, not just this one — and the Registrar had begun strike-off proceedings.
Every company under the Companies Act, 2013 must hold an AGM by 30 September, file AOC-4 within 30 days of it and MGT-7 within 60 days, appoint an auditor and undergo a statutory audit — regardless of turnover, activity, or startup status.
The bottom line
The one date that drives everything: the AGM, due within six months of financial year end, so 30 September. Every downstream deadline counts from it.
What it costs to miss: ₹100 per day, per form, with no upper cap, plus penalties on the officers, plus disqualification of every director after three consecutive years of default.
What does not exempt you: zero revenue, dormancy, or DPIIT startup recognition. None of them is a compliance holiday.
What annual compliance covers
The mandatory yearly filings and corporate actions required of every company incorporated under the Companies Act, 2013, filed with the Registrar of Companies through the MCA portal.
A company carries three obligations an LLP does not: it must hold meetings, both board meetings and an AGM; it must appoint and maintain an auditor; and it must undergo a statutory audit every year, whatever its turnover or activity.
The calendar
Everything flows from the AGM, which must be held within six months of the financial year end, so by 30 September. A company's first AGM gets nine months from the first year end.
AOC-4, the financial statements — within 30 days of the AGM, so around 29 October if the AGM was on 30 September. It carries the balance sheet, the profit and loss account, the auditor's report and the board's report. Certain companies must file in XBRL format.
MGT-7 or MGT-7A, the annual return — within 60 days of the AGM, so around 29 November. Small companies and OPCs file the simplified MGT-7A. Companies with paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more, additionally need certification by a practising company secretary in MGT-8.
ADT-1, the auditor appointment — within 15 days of the AGM at which the auditor was appointed or reappointed.
DPT-3, the return of deposits — by 30 June, reporting outstanding loans and deposit-like liabilities. Loans from directors are exempt deposits and still have to be disclosed, which is the part most small companies get wrong.
MSME-1 — half-yearly, by 30 April for the October to March period and 31 October for April to September, where the company owes registered MSME suppliers beyond 45 days.
DIR-3 KYC — director KYC, traditionally annual by 30 September. Under an MCA amendment effective 31 March 2026, compliant DIN holders generally file once every three years, with any change in details reported within 30 days.
Board meetings — a minimum of four a year under Section 173, with no more than 120 days between consecutive meetings. Small companies and OPCs need only one board meeting per half-year, with a 90-day gap.
The sections behind the forms
Section 96 requires the AGM. Section 137 governs the filing of financial statements, Section 92 the annual return, and Section 139 the auditor appointment. Section 173 sets the board meeting requirement, and Section 164 is where disqualification for non-filing comes from.
Working through the year
- Close the books and get the statutory audit done by the appointed chartered accountant. Finishing the audit by August is what makes the October and November deadlines calm rather than frantic.
- Draft the board's report and the financial statements, and hold the board meeting that approves them.
- Hold the AGM by 30 September and pass the required resolutions.
- File ADT-1 within 15 days.
- File AOC-4 within 30 days, attaching the financials, the auditor's report and the board's report.
- File MGT-7 or MGT-7A within 60 days.
- File DPT-3, MSME-1 and any MGT-14 for special resolutions, as applicable.
- Complete DIR-3 KYC on the current cycle, and keep every SRN and acknowledgement.
The V3 photograph requirement
From 14 July 2025 the MCA V3 portal requires a geotagged, time-stamped photograph of the registered office, with at least one director visibly present, attached to AOC-4 and MGT-7 filings.
It surprised a lot of companies, and it is a common cause of a rejected filing close to the deadline. If your registered office is a residential address or a shared desk, sort this out before the last week of October rather than during it.
Who gets relief
Every company must comply — active, dormant, zero-turnover or startup. DPIIT recognition brings tax and IP benefits and changes nothing about ROC filings.
What size changes is the form. Small companies, defined since 1 December 2025 as paid-up capital up to ₹10 crore and turnover up to ₹100 crore, and OPCs, file the lighter MGT-7A, hold fewer board meetings, and are excused the cash flow statement. No company of any size is excused the statutory audit or the core annual filings.
Common mistakes
- Believing a dormant or zero-revenue company has nothing to file. This is the single most expensive misconception in this article.
- Missing the AGM, which pushes every downstream deadline out of reach at once.
- Appointing an auditor and then not filing ADT-1.
- Overlooking DPT-3 when there are director or shareholder loans on the books.
- Discovering the V3 office photograph requirement on the day of filing.
- Letting director KYC lapse, which deactivates the DIN and blocks every filing the company needs to make.
Frequently asked questions
Is a statutory audit mandatory even with no business? Yes. Every company must appoint an auditor and be audited annually, regardless of turnover.
Does DPIIT startup status exempt me from ROC filings? No. Startup recognition carries tax and other benefits, not a compliance exemption.
What is the penalty for late AOC-4 or MGT-7? ₹100 per day per form with no maximum, plus penalties on the officers in default under Sections 137 and 92.
What is the difference between MGT-7 and MGT-7A? MGT-7A is the simplified annual return for small companies and OPCs. Everyone else files the full MGT-7.
We missed the AGM. What now? Apply to the Registrar for an extension of up to three months where there is adequate cause, and file the downstream forms as soon as the AGM is held. The delay itself still attracts penalties.
What actually triggers director disqualification? Failing to file financial statements or annual returns for three consecutive years disqualifies every director of that company for five years, on all boards.