Annual ROC Compliance for Private Companies: A Practical Calendar
Private companies often remember the AOC-4 and MGT-7 filings and forget the rest. Here is the full annual cycle, assuming a financial year ending 31 March and an AGM on or before 30 September.
The recurring calendar
| Form / event | What it is | Due |
|---|---|---|
| Board meetings | At least four a year, with a gap of no more than 120 days (OPCs, small companies and dormant companies: at least two, one in each half-year, at least 90 days apart) | Through the year |
| MSME-1 | Half-yearly return of amounts due to micro and small enterprises for more than 45 days | 30 April (Oct–Mar) and 31 October (Apr–Sep) |
| DPT-3 | Return of deposits and outstanding receipts of money not treated as deposits | 30 June |
| DIR-3 KYC | KYC of every director holding a DIN – now once every three years | 30 June of the relevant year |
| AGM | Within six months of the year end; the first AGM within nine months of the end of the first financial year | 30 September |
| ADT-1 | Intimation of auditor appointment at the AGM | Within 15 days of the AGM |
| AOC-4 | Filing of financial statements and the Board's report | Within 30 days of the AGM |
| MGT-7 / MGT-7A | Annual return (MGT-7A for OPCs and small companies) | Within 60 days of the AGM |
| Form 11 / Form 8 (LLPs) | Annual return / statement of account and solvency | 30 May / 30 October |
The DIR-3 KYC change
Following the MCA's amendment notified on 31 December 2025, DIR-3 KYC moved from an annual to a triennial filing, effective from 31 March 2026. The due date moved to 30 June of the relevant year. Points to note:
- The three-year cycle is counted from the director's last KYC filing, so each director should check their own due year.
- A late filing or reactivation attracts a fee of ₹5,000.
- Changes in a director's mobile number, email or address must still be updated within 30 days through the event-based process.
- A DIN is deactivated if the KYC is not filed, and a director with a deactivated DIN cannot sign forms.
Event-based filings to watch
- DIR-12 – appointment or resignation of a director, within 30 days
- SH-7 – increase in authorised capital, within 30 days
- PAS-3 – allotment of shares, within 30 days
- INC-22 – change of registered office within the same city, within 30 days
- CHG-1 – creation or modification of a charge, within 30 days, with additional time at a higher fee
- MGT-14 – certain Board and shareholder resolutions, within 30 days
- BEN-2 – significant beneficial ownership, on receipt of the declaration
Dematerialisation of shares
Private companies that are not small companies were required to dematerialise their securities, and to ensure that promoters' and directors' holdings are in demat form, under the 2023 amendment to the Prospectus and Allotment of Securities Rules. Companies that have not completed this cannot process share transfers or new allotments in physical form. PAS-6, a half-yearly reconciliation of share capital audit, applies to companies covered by the requirement.
Consequences of default
- Additional fee of ₹100 per day of delay for most annual forms, without an upper limit
- Disqualification of directors under Section 164(2) if financial statements or annual returns are not filed for three consecutive years
- Strike off of the company by the Registrar for continued non-filing
Set up the calendar once, and file well before the due dates. The MCA V3 portal tends to slow down near deadlines.
The information in this article reflects the law as on the date of publication and is for general guidance only.