roc.harunraaj.com — ROC annual filing desk
ROC · Annual Filing · MGT-7A · AOC-4 · DIR-3 KYC · s.92 Companies Act 2013
Your company missed its ROC filing. The fine started on the due date, and it is compounding.
Every private limited company has annual obligations to the Registrar of Companies. Missing them is not a warning — it is a fine running from the day the deadline passed.
The four issues
Where this area actually goes wrong.
Each of the four pillars below is statute-cited — the section, the form, and the consequence. No vague claims.
Annual return — MGT-7 / MGT-7A
Every private limited company files its annual return — Form MGT-7, or MGT-7A for small companies (rule 11(1), Companies (Management and Administration) Rules 2014) — within 60 days of the AGM under s.92 of the Companies Act 2013. The AGM itself must be held within 6 months of the financial year end (s.96). MGT-7 records shareholding, directors, and company particulars as of the year end. Late filing attracts additional fees (s.403(1) proviso) and penalties (s.92(5)) — get the exact exposure from us. A small company is a private company with paid-up capital not over ₹10 crore and turnover not over ₹100 crore (s.2(85) read with rule 2(1)(t), Companies (Specification of definition details) Rules 2014, as substituted by G.S.R. 880(E), 1 Dec 2025); a holding or subsidiary company, a section 8 company, or a company governed by a special Act is never a small company (proviso to s.2(85)).
Small company (s.2(85), G.S.R. 880(E) 2025): paid-up capital not over ₹10 crore and turnover not over ₹100 crore; never a holding or subsidiary, section 8 or special-Act company
Financial statements — AOC-4 / AOC-4 XBRL
Form AOC-4 files the audited balance sheet, profit and loss, the auditor’s report and the directors’ report within 30 days of the AGM under s.137. Late filing attracts additional fees (s.403(1) proviso) and penalties (s.137(3)) — get the exact exposure from us. Listed companies and companies above prescribed thresholds must file in XBRL format (AOC-4 XBRL). For the first financial year there is no AGM yet: the first financial year may run up to 18 months (s.2(41)), the first AGM must be held within 9 months of its close (s.96(1)), and AOC-4 follows within 30 days of that first AGM.
First financial year: first AGM within 9 months of its close (s.96(1)), AOC-4 within 30 days of it
DIR-3 KYC and DIN compliance
Every DIN holder must keep their director KYC current. Since the Companies (Appointment and Qualification of Directors) Amendment Rules 2025 (in force 31 March 2026), DIR-3 KYC is a triennial intimation due 30 June of the relevant year — directors whose KYC is current are next due 30 June 2028. Miss it and the DIN is deactivated: no ROC form can be signed until KYC is filed, and a late or re-activation filing carries a fee of ₹5,000 (Fees Rules Annexure item VII, as substituted by G.S.R. 300(E), 2026). Separately, changes in the board are filed in Form DIR-12 within 30 days of appointment or resignation. The disqualification trap is s.164(2): being a director of a company that missed 3 consecutive years of filings makes you ineligible to be re-appointed to that company or appointed to any other for 5 years.
Disqualification under s.164(2): director of a company that missed 3 consecutive years of filing is disqualified for 5 years across ALL companies
Strike-off risk and revival
A company that fails to file its returns for 2 consecutive financial years is served a notice under s.248 and risks being struck off the register. Revival after strike-off requires an NCLT order under s.252 — an expensive, time-consuming restoration process, and until it happens the company cannot operate, sign, or hold assets in its name. A company with no transactions can avoid the trap proactively by filing Form MSC-1 for dormant status under s.455, which comes with lighter annual filings. Once struck off, the name is gone — reincorporation means a new name, new PAN, and new bank accounts.
Once struck off, the company name is gone — reincorporation needs a new name, new PAN, new bank accounts
The honest angle
What the fine actually is
A single late form looks minor. A multi-year backlog, combined with deactivated DINs and director disqualification, is what makes ROC defaults expensive in a way founders rarely anticipate.
Late fees run per day
For a late MGT-7 or AOC-4, the proviso to s.403(1) charges an additional fee for every day of delay, on top of the penalties in s.92(5) and s.137(3). A multi-year backlog adds up across forms — get the exact exposure from us before you file.
DIR-3 KYC deactivation blocks everything
One missed KYC and the DIN is deactivated — no director can sign any ROC form for any company until KYC is filed and the DIN is re-activated.
s.164(2) disqualification is contagious
The disqualification for 3 consecutive years of non-filing applies to the director personally, across ALL companies simultaneously — including the healthy ones.
Strike-off can proceed without direct notice
Under s.248 the ROC publishes the strike-off notice in the Official Gazette and newspapers; if the registered address is stale, the company may simply never see it.
Our engagement
Five tracks for a clean ROC position.
Annual ROC filing package
MGT-7A / MGT-7, AOC-4, DIR-3 KYC and the audit coordination behind them — filed inside the statutory windows with the late fee never starting.
Annual
Backlog clearance
Multi-year MGT-7/AOC-4 arrears filed with additional fees computed upfront, plus condonation of delay where applicable, before strike-off risk crystallises.
One-time
Director appointment / resignation
DIR-12 within the 30-day window, consent forms, and the DIN-KYC position of every incoming and outgoing director checked before filing.
Per change
Company closure / strike-off filing
Voluntary strike-off under s.248(2) where the company is dormant, or revival under s.252 where it was already struck off.
One-time
XBRL filing for threshold companies
AOC-4 XBRL tagging for companies above the prescribed thresholds — done with the mapping maintained so next year is faster.
Annual
FAQs
Five questions founders ask about ROC filings.
We didn’t hold an AGM this year. What’s the penalty?
Section 99 of the Companies Act 2013 makes the company and every officer in default punishable with a fine for not holding the AGM under s.96, with a further fine for every day the default continues — get the exact exposure from us. The practical sequence before that point: the Registrar can extend the AGM by up to 3 months for a special reason under the proviso to s.96(1) (not for the first AGM). Where no AGM is held, the MGT-7 and AOC-4 windows run from the date the AGM should have been held (s.92(4), s.137(2)) — confirm the dates with us. If the year is already past, hold the AGM now, file MGT-7 and AOC-4 as soon as you can, and prepare to defend the s.99 exposure with the explanation.
My DIN says deactivated. Can I still be a director?
No new appointments, and no new filings signed by you, until the DIN is re-activated. A deactivated DIN cannot sign any MCA e-form — which means the company’s AOC-4, MGT-7 and DIR-12 are all blocked in your name. The fix is the DIR-3 KYC form (now triennial under the Amendment Rules 2025 — a re-activation filing carries a fee of ₹5,000 (Fees Rules Annexure item VII, as substituted by G.S.R. 300(E), 2026)). File the KYC, get the DIN re-activated, and then proceed with the pending filings. The deactivation travels with the DIN across every company you are a director of.
We haven’t filed MGT-7 for 3 years. Can we still file, or are we struck off?
File now — before the strike-off notice arrives. Under s.248(1)(c) the Registrar can act where a company has not carried on business for two immediately preceding financial years and has not applied for dormant status under s.455, and the Gazette/newspaper publication route can mean you never see the notice. Filing immediately with the additional fees under the proviso to s.403(1) — plus a condonation application under s.460(b) where the delay needs formal cover — is the standard path. The longer you wait, the closer the company gets to a notice it cannot respond to, and once struck off, revival is an NCLT application under s.252 with no guarantee of success.
What is the difference between a small company and a private limited company for ROC purposes?
Same legal form — a small company IS a private limited company (or OPC) — but different filing requirements. A small company (a private company with paid-up capital not over ₹10 crore and turnover not over ₹100 crore (s.2(85) read with rule 2(1)(t), Companies (Specification of definition details) Rules 2014, as substituted by G.S.R. 880(E), 1 Dec 2025); a holding or subsidiary company, a section 8 company, or a company governed by a special Act is never a small company (proviso to s.2(85))) files the simpler MGT-7A annual return instead of MGT-7 (rule 11(1), Companies (Management and Administration) Rules 2014), and is not required to file financial statements in XBRL. It also gets lighter audit-related concessions. The line is conjunctive: cross either the capital or the turnover ceiling and the company ceases to be small and must file the fuller forms from that year.
Do OPCs (One Person Companies) file MGT-7?
OPCs file MGT-7A (rule 11(1), Companies (Management and Administration) Rules 2014), and the clock is different: s.92(4) ties the annual return to the AGM, and s.96(1) does not require a One Person Company to hold one — confirm your OPC’s due date with us. An OPC files its financial statements (AOC-4), as adopted by its member, within 180 days from the close of the financial year (proviso to s.137(1)).
ROC compliance review
Book an ROC compliance review — annual or backlog clearance.
Bring your incorporation certificate and your last filed form (or the notice you received). We map every pending filing, quote the additional fees accurately, and file before the next deadline starts the clock again.
Book an ROC compliance review