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Compliance · MCA / ROC·TaxGyani Expert Guide

ROC Annual Compliance Checklist for Pvt Ltd Companies 2026

AOC-4, MGT-7A, DIR-3 KYC, DPT-3 deadlines and penalties — the complete calendar every company director must follow for FY 2025-26.

✍️ CS Vivek Rao
📅 08 March 2026
⏱ 6 min read
🇮🇳 India
In this article
  1. Why It Matters
  2. Key ROC Forms
  3. AGM & Board Meetings
  4. FAQs

ROC Annual Compliance — Why It Matters

Every company registered under the Companies Act, 2013 must file annual returns and financial statements with the Registrar of Companies (ROC). Non-compliance attracts heavy penalties, director disqualification, and in extreme cases, strike-off of the company.

Good news: For small companies and OPCs, the annual return is filed in the simplified MGT-7A (1 page) instead of the full MGT-7. Always verify which form applies to your company.

Key ROC Forms — AY 2026-27

AOC-4 Financial Statements (Balance Sheet, P&L, Notes) — due within 30 days of AGM
MGT-7 / MGT-7A Annual Return — due within 60 days of AGM
ADT-1 Auditor Appointment — due within 15 days of AGM (if auditor changed)
DIR-3 KYC Director KYC — due 30th September every year
DPT-3 Return of Deposits / Loans — due 30th June every year
MSME-1 Outstanding dues to MSMEs >45 days — due 30th April / 31st October
FormPurposeDue DateLate Filing Fee
AOC-4Financial Statements30 days after AGM₹100/day
MGT-7 / 7AAnnual Return60 days after AGM₹100/day
DIR-3 KYCDirector KYC30 Sep every year₹5,000 flat
DPT-3Loan Disclosure30 June every year₹100/day
MSME-1MSME Dues30 Apr / 31 Oct₹25,000–₹3L

AGM & Board Meeting Requirements

Annual General Meeting (AGM): Must be held within 6 months of the close of each financial year — i.e., by 30th September 2026 for FY 2025-26. First AGM of a new company must be held within 9 months of first financial year end.

Board Meetings: Minimum 4 board meetings per year, with no more than 120-day gap between two consecutive meetings. First board meeting must be held within 30 days of incorporation.

Section 8 Companies & small companies can hold board meetings through video conference for all items (no physical requirement). Maintain proper board minutes for every meeting.

Frequently Asked Questions

What is the penalty for not filing AOC-4 or MGT-7?
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A penalty of ₹100 per day applies for each day of default, with no upper limit. Additionally, directors can be held personally liable and may face disqualification under Section 164(2).
Is DIR-3 KYC mandatory every year?
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Yes. Every director who has been allotted a DIN must file DIR-3 KYC every year before 30th September. Failure results in deactivation of the DIN and a ₹5,000 reactivation fee.
What is DPT-3 and who needs to file it?
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DPT-3 is a return of deposits and must be filed by all companies (except government companies) that have received loans or deposits from directors, shareholders, or the public. It must be filed by 30th June each year.
Can a company avoid AGM requirements?
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No. Section 96 of Companies Act 2013 mandates AGM. Non-holding of AGM can result in penalties up to ₹1 lakh for the company and ₹50,000 for every officer in default, plus continuation penalties.