ROC Annual Compliance

Why it matters

These filings are compulsory whether or not the company traded. A dormant company is not an exempt company.

The late-filing penalty runs per day, per form, with no upper limit. A filing forgotten for a year does not cost a fine — it costs a number that keeps growing.

Three consecutive years of default disqualifies the directors for five years. That disqualification follows the person into every other company they are on.

A clean filing history is what banks, buyers and investors look at first in any due diligence. Gaps in the record are treated as a warning sign about everything else.

Who needs this

Every private limited company on the register, active or dormant

Every one person company, which files the same returns without holding an AGM

LLPs, which file their own annual return and statement of accounts

Companies preparing for investment, a loan or a sale, where the record will be examined

Directors who have discovered a gap in earlier years and want it closed properly

The process, step by step

Close the books

Accounts for the financial year are finalised and prepared in the prescribed format. Nothing downstream can begin until this is done.

Audit

The statutory auditor examines the accounts and issues the report. Auditor availability tightens sharply in September, which is why we start earlier.

Hold the annual general meeting

The AGM must be held within six months of the financial year end, which for most companies means by 30 September. The accounts are adopted here, and the AGM date sets every deadline that follows.

File AOC-4

The financial statements are filed within 30 days of the AGM. The window runs from the AGM date, not from the end of the month.

File MGT-7 or MGT-7A

The annual return is filed within 60 days of the AGM. Small companies and OPCs file the abridged MGT-7A, but small-company status should be re-verified each year rather than assumed.

Director KYC

Every director completes DIR-3 KYC. Under the 2026 amendment this moved from an annual filing to once every three financial years, filed through the web form by 30 June of the third year.

Documents you will need

Sent to you as one consolidated checklist, not as a trickle of requests across a week.

01 Audited financial statements for the year

02 Auditor's report and the auditor's appointment record

03 Minutes of the board meetings and the AGM

04 Register of members, directors and charges, kept current

05 Director details and digital signatures

06 Details of any event-based changes during the year — directors, address, capital

Typical timeline

A fixed annual calendar tied to your AGM date, not a turnaround time

WHAT ACTUALLY MOVES IT

AGM by 30 September for most companies

AOC-4 within 30 days of the AGM

MGT-7 or MGT-7A within 60 days of the AGM

ADT-1 within 15 days of the auditor's appointment

At least four board meetings a year, no more than 120 days apart

These are honest working ranges, not guarantees. Departmental workload, objections and document quality all move the real duration — and where an office is running behind, we say so at the quote stage rather than after you engage us.

Common mistakes

Assuming a dormant company is exempt

It is not. A company that did no business all year files the same returns as one that did, and the penalty for not doing so is identical.

Counting the AOC-4 window from the month end

The 30 days run from the AGM date. Companies that hold an early AGM and then count from 30 September file late without realising it.

Skipping DIR-3 KYC

A missed KYC deactivates the director's DIN, which then blocks every other filing that director must sign. Reactivation carries a flat fee and delays everything queued behind it.

Leaving it to the last week

Auditor availability collapses in the run-up to the AGM deadline. Work started in July is routine; the same work started in the last week of September is not.

What happens after

The certificate is not the end of the matter. These are the obligations that start the day it is issued — and they are on the calendar we hand over, whether or not you engage us for that work.

Enter next year's dates in the compliance calendar the moment this year's filings are made

File ADT-1 whenever the auditor is appointed or re-appointed

File event-based forms as they arise — DPT-3, MSME-1, changes in directors or registered office

Keep the statutory registers current through the year rather than reconstructing them at year end

Re-check small-company status each year before relying on the abridged return

Questions we are actually asked

What if I have missed several years?

It is fixable. We establish what was actually filed, quantify the exposure — additional fees, penalties, any disqualification risk — and give it to you in writing before you decide how to proceed.

Has DIR-3 KYC really changed?

Yes. Under the 2025 amendment effective 31 March 2026, KYC moved from annual to once every three financial years, through a single OTP-authenticated web form filed by 30 June of the third year. Changes to your mobile, email or address must still be updated within 30 days.

Do LLPs file the same forms?

No. LLPs file Form 11, the annual return, by 30 May, and Form 8, the statement of accounts and solvency, by 30 October. The principle is the same: it is annual and it is not optional.

Can you work with our existing accountant?

Yes. We take the position as it stands and coordinate directly, so you are not the person relaying information between two firms.