Complete Guide to ROC Compliance for Companies in India (2026)

ROC compliance is the day-to-day grammar of running a company in India. Most CS practices spend more billable hours on it than on any other activity. This is the cleanest single reference we can write — the recurring filings, when they are due, what each one captures, and what happens when they are missed.

The annual filings

Every company — private limited, unlisted public, OPC, and producer — has to make at least two filings with the Registrar of Companies every financial year. Get these two right and you have done eighty per cent of ROC compliance.

AOC-4 — Annual Financial Statements

What it is: the company's audited balance sheet, profit and loss, cash flow, board's report, and notes filed in XBRL or non-XBRL format depending on the company's class.

Due date: within thirty days of the AGM. For a 30-September AGM, AOC-4 is due 30-October. OPCs get a relaxed window.

Penalty for delay: ₹100 per day of delay, with no upper cap. The day count includes weekends and holidays.

Common mistakes: filing AOC-4 XBRL when the company is exempt (private below thresholds), wrong CIN in the parent / subsidiary section, signatory DSC expired.

MGT-7 — Annual Return

What it is: a snapshot of the company's shareholding, directors, indebtedness, and meetings during the financial year. MGT-7A is the simplified version for OPCs and small companies.

Due date: within sixty days of the AGM.

Penalty: ₹100 per day, no cap. Signed by a director and a CS in practice (mandatory for companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more).

The event-based filings

These are triggered by something the company actually does — a board change, a fresh allotment, a registered-office move. The deadline starts when the event happens, not at year end.

DIR-12 — Director appointment, resignation, change in designation

Within thirty days of the change. The most commonly missed event filing because changes often happen in board meetings whose minutes take a month to circulate. Penalty is ₹100 per day.

PAS-3 — Return of allotment

Within thirty days of allotment of shares (whether on rights, preferential, ESOP exercise, or fresh issue). Critical for tax and capital structure record-keeping.

INC-22 — Change of registered office

Within thirty days of the change. Cross-state moves require regional director order, advertisement and NOC first.

SH-7 — Alteration of share capital

Within thirty days of the alteration. Carries stamp duty on the increase in authorised share capital.

MGT-14 — Filing of resolutions

Within thirty days of passing a special resolution and certain board resolutions under Section 117. Frequently missed for the “routine” resolutions that are nonetheless prescribed.

CHG-1 — Creation or modification of charge

Within thirty days of creation, extendable to 120 days with additional fees. After 120 days, no condonation is available except by the Central Government.

The recurring statutory filings

DIR-3 KYC — Director KYC

Every individual holding a DIN as on 31-March of the financial year has to file DIR-3 KYC by 30-September of the immediately following financial year. The form is largely confirmatory. The penalty is harsh: if missed, the DIN is deactivated, and a flat ₹5,000 fee must be paid to reactivate it. Every September, a small but reliable percentage of DIN holders end up in this position.

INC-22A (ACTIVE)

One-time requirement introduced in 2019 for pre-2018 companies. New companies do not need to file.

MSME-1 — Outstanding dues to MSMEs

Half-yearly. Due 30-April for the October–March half, and 31-October for the April–September half. Applies to all companies that owe payments to micro and small enterprises for more than 45 days as on the half-year end.

DPT-3 — Return of deposits and exempted deposits

Annually by 30-June, covering the year ended 31-March. Filed even when the company has no deposits, to report exempted loans.

FC-4 — Annual return of a foreign company

For Indian branches of foreign companies. Within sixty days of the foreign company's financial year close.

The cost of delay (charted above)

The standard MCA additional fee is ₹100 per day of delay for almost every form. There is no upper cap. A six-month delay on AOC-4 is ₹18,000 in additional fees alone, before professional charges to rectify. Beyond the rupee cost, repeat delays attract Section 137(3) and Section 92(5) prosecution exposure for directors and officers, and the company carries a permanent record that lenders, investors, and acquirers will see during due diligence.

A practical workflow

1. Set up a single calendar. Annual filings tied to the AGM date; event-based filings entered when the underlying event happens. Two reminder windows — one fifteen days before, one three days before.
2. Lock the AGM date by 31-July. Every other deadline cascades from this single decision.
3. Pre-validate DSC quarterly. A surprising number of late filings happen because a director's DSC has silently expired.
4. Run a half-yearly MSME-1 audit. The half-year cut-off catches most teams off guard. Treat it like a separate event each cycle.
5. Reconcile your statutory registers after every event filing. A DIR-12 without a corresponding register update is the easiest finding for an auditor.

Ninety per cent of ROC compliance is just discipline. The forms themselves are not difficult; they are simply easy to forget. The teams that miss zero deadlines a year are not smarter; they have automated the calendar and removed it from human memory entirely.