Quick Answer
A private limited company files three recurring ROC forms every year: Form ADT-1 for auditor appointment, Form AOC-4 for financial statements and Form MGT-7 (or Form MGT-7A for small companies and OPCs) for the annual return. Each deadline runs from the date of the AGM, not the financial year-end. A missed deadline triggers an additional fee under Section 403 of the Companies Act, 2013.
Founders often assume ROC compliance means one annual filing. It does not. Three separate forms, three separate deadlines, and a fee structure that penalises every day of delay, not just the month you missed. Get the trigger date wrong on even one form and the additional fee starts accruing before anyone notices.
This guide sets out the ROC forms a private limited company files each year, the deadline rule for each one, who files MGT-7 versus MGT-7A, and how the late fee mechanism works. We cover ROC forms only. For the wider annual compliance calendar, including labour law and tax filings, see our guide on Corporate Compliance in India: Annual Requirements for Every Company (2026).
Which ROC forms does a private limited company file every year?
Three events in the company’s annual cycle generate a Registrar of Companies (ROC) filing obligation. The table below sets out the triggering event, the form, and the deadline rule.
Event | Form | Deadline rule |
Appointment or ratification of the statutory auditor | Form ADT-1 | Within 15 days of the AGM |
Filing of financial statements | Form AOC-4 (or AOC-4 XBRL, where the XBRL mandate applies) | Within 30 days of the AGM |
Filing of the annual return | Form MGT-7 (regular company) or Form MGT-7A (small company and OPC) | Within 60 days of the AGM |
Every deadline in this table is anchored to the AGM date, not to 31 March. A company that holds its AGM on 15 September must file Form ADT-1 by 30 September, Form AOC-4 by 15 October, and Form MGT-7 or MGT-7A by 14 November.
When are AOC-4 and MGT-7 actually due?
Section 96 of the Companies Act, 2013 requires every company, other than a One Person Company (OPC), to hold its AGM within 6 months from the closure of the financial year. For a company whose financial year ends on 31 March, the AGM falls due by 30 September.
Form AOC-4 then follows within 30 days of that AGM, and Form MGT-7 or MGT-7A within 60 days. An OPC does not hold an AGM, so its clock runs differently: Form AOC-4 is due within 180 days from the end of the financial year, and the annual return is due within 60 days from the end of the financial year.
The most common planning error is counting 30 or 60 days from 31 March instead of from the actual AGM date. If your AGM is delayed, every downstream filing deadline moves with it, and the delay itself can expose the company to separate consequences under Section 96.
Which form applies to your company: MGT-7 or MGT-7A?
Not every private limited company files the same annual return form. The applicable form depends on how the company is classified under the Companies Act.
- Regular private limited company. A company that does not qualify as a small company files Form MGT-7, the full annual return.
- Small company. A company meeting the paid-up capital and turnover thresholds under Section 2(85) of the Companies Act files the abridged Form MGT-7A instead of the full MGT-7.
- One Person Company (OPC). An OPC also files the abridged Form MGT-7A, calculated from the end of the financial year rather than from an AGM date, since an OPC need not hold one.
Form AOC-4 applies across all three categories, though companies meeting the prescribed XBRL thresholds file AOC-4 XBRL rather than the standard form. Choosing the full MGT-7 when your company actually qualifies as small, or the reverse, results in a defective filing that the ROC can reject, which restarts your exposure to the additional fee.
How does the late fee for ROC filing work?
Section 403 of the Companies Act, 2013, read with the Companies (Registration Offices and Fees) Rules, 2014, governs the additional fee for delayed ROC filings. We do not quote a specific fee figure here, since the applicable rate depends on the form, the company’s share capital, and the length of delay; our team provides a precise calculation on request.
The mechanism works as follows:
- The clock starts the day after the deadline. The additional fee begins accruing from the date immediately following the statutory due date, not from the date someone identifies the lapse.
- The fee scales with the length of delay. The additional fee rises in slabs as the period of default extends, so a filing made three months late costs materially more than one made a week late.
- The fee is paid before the ROC accepts the filing. The Registrar’s portal computes the additional fee automatically at the time of filing, and the form is not treated as filed until the fee is paid.
- Prolonged default escalates beyond the fee itself. Continued non-filing can result in the company and its officers being treated as being in default under Section 92(5) and Section 137(3), and a director who fails to file for three consecutive financial years faces disqualification under Section 164(2).
Choose to file even a provisional set of financial statements on time, rather than waiting for a perfect figure, if finalisation is delayed. The additional fee clock does not pause for an ongoing audit or a pending board resolution.
What else belongs on your annual ROC compliance checklist?
AOC-4, MGT-7 and MGT-7A sit within a wider annual cycle. The items below are the ones most directly tied to the ROC filing calendar:
- Board meetings. Section 173 requires a minimum of four board meetings a year for most private limited companies, with a maximum gap of 120 days between two meetings.
- Annual general meeting. The AGM anchors every downstream ROC deadline, so scheduling it early in the 6-month window gives finance teams more runway to prepare AOC-4 and MGT-7.
- Auditor appointment. Form ADT-1 is filed within 15 days of the AGM whenever a new auditor is appointed or ratified, and is frequently overlooked because it is not a financial filing.
- Director KYC. Every director holding a Director Identification Number (DIN) files Form DIR-3 KYC annually, on or before 30 September, failing which the DIN is deactivated.
- MSME-related reporting. Companies with outstanding dues to micro and small enterprise suppliers file Form MSME-I on a half-yearly basis, separately from the annual ROC cycle.
This is not an exhaustive annual compliance list. For the full calendar across tax, labour, and ROC obligations, see our guide on Startup Compliance Calendar in India: Annual Legal Requirements (2026).
If your compliance gap stems from a recent change in leadership, our guide on Remove or Replace a Director in a Private Limited Company: Procedure, Forms and Timelines covers the filings that accompany a director exit or appointment, including the DIN KYC implications.
What mistakes delay ROC filing most often?
- Counting deadlines from 31 March instead of the AGM date. This is the single most common error for AOC-4 and MGT-7, and it either files the forms too early with incomplete figures or too late.
- Filing MGT-7 when the company qualifies as a small company. The wrong form triggers a rejection, and the clock keeps running while the correct form is prepared.
- Treating ADT-1 as optional in a year with no auditor change. Form ADT-1 is also required whenever the existing auditor is ratified, not only on fresh appointment.
- Letting DIR-3 KYC lapse. A deactivated DIN blocks every other filing that requires a director’s digital signature until the KYC is redone.
- Assuming nil filing is not required. A dormant company or one with no turnover in the year still files AOC-4 and MGT-7 or MGT-7A; the obligation is tied to incorporation status, not to revenue.
Stay ahead of your ROC filing calendar
AOC-4, MGT-7 and MGT-7A each run on a deadline counted from your AGM date, and the additional fee under Section 403 accrues from the day after that deadline, regardless of the reason for delay. Getting the AGM date fixed early in the 6-month window is the single most effective way to keep every downstream filing on schedule.
If you are still finalising your incorporation and weighing first-year costs, our guide on Company Registration Cost in India: Complete Fee Breakdown (2026) sets those out separately from ongoing ROC compliance. This guide covers private limited companies only; if you are registering a non-profit entity, our Section 8 Company Registration in India: Process, Licence and Compliance guide sets out the filings and licence requirements specific to that structure.
If your company has an upcoming AGM, a pending auditor appointment, or an overdue annual return, contact Altacit Global at info@altacit.com. We will review your filing history and AGM calendar and provide a quote on request.
Frequently asked questions
Q1: What are the annual ROC filings for a private limited company?
A private limited company files three recurring forms with the Registrar of Companies each year: Form ADT-1 for auditor appointment or ratification, Form AOC-4 for financial statements, and Form MGT-7 (or Form MGT-7A for small companies and OPCs) for the annual return.
Q2: What is the due date for AOC-4 and MGT-7?
Form AOC-4 is due within 30 days of the AGM, and Form MGT-7 or MGT-7A is due within 60 days of the AGM. Since most companies hold their AGM within 6 months of the financial year-end, these deadlines typically fall in October and November for a company with a 31 March year-end.
Q3: What is the penalty for late ROC filing?
A delayed AOC-4, MGT-7, MGT-7A or ADT-1 attracts an additional fee under Section 403 of the Companies Act, 2013, which rises in slabs as the delay lengthens. Prolonged non-filing can also result in the company and its officers being treated as in default, with directors facing disqualification under Section 164(2) after three consecutive years of default.
Q4: Is annual filing mandatory if my company has no turnover?
Yes. The obligation to file Form AOC-4 and Form MGT-7 or MGT-7A applies to every active private limited company, regardless of turnover. A dormant or zero-revenue company still files these forms within the statutory deadlines to avoid the additional fee.
