Annual ROC ComplianceFY 2024-25 Checklist

Annual ROC compliance for a private limited company means filing the financial statements in AOC-4, the annual return in MGT-7 or MGT-7A, and the auditor appointment in ADT-1, each within a window measured from the annual general meeting. For FY 2024-25 those windows closed last year. What matters now is whether yours were met.

If any FY 2024-25 filing is still outstanding, there is a reason to act this week rather than next. The Companies Compliance Facilitation Scheme, 2026 lets defaulting companies clear pending annual filings for ten per cent of the accumulated additional fees, and it closes on 31 August 2026. After that the full charge of ₹100 per day per form resumes, calculated from the original due date rather than from the end of the scheme.

01What Does Annual ROC Compliance Cover?

Four filings form the core of the annual cycle, and all of them hang off the date of the annual general meeting rather than the financial year end.

• AOC-4. The audited financial statements, filed under Section 137 of the Companies Act, 2013 within thirty days of the AGM.
• MGT-7 or MGT-7A. The annual return under Section 92, filed within sixty days of the AGM. One Person Companies and small companies use the abridged MGT-7A.
• ADT-1. Intimation of the auditor's appointment under Section 139, filed within fifteen days of the AGM.
• DIR-3 KYC. Director KYC, which from 2026 operates on a three-year cycle rather than annually.

Around these sit event-based filings, board meetings under Section 173, statutory registers and minutes. A retainership arrangement exists precisely because the annual forms are the visible part of a calendar that runs continuously underneath them.

02What Were the FY 2024-25 Due Dates?

Annual ROC compliance for FY 2024-25 ran to the dates below, assuming a 31 March 2025 year end and an AGM held on the last permitted day. MCA then extended them twice.

The extensions came through MCA General Circular No. 06/2025 dated 17 October 2025 and General Circular No. 08/2025, and were granted largely because companies were adapting to revised e-forms on the MCA V3 portal. Read the relief carefully: it waived the additional fees, not the obligation. Any filing made after 31 January 2026 attracts the additional fee computed from the original due date in October or November 2025, not from the end of the extension.

03Is Your FY 2024-25 Filing Still Pending?

Then the most valuable thing on this page is the date 31 August 2026, when CCFS-2026 closes. It is the cheapest route back into annual ROC compliance that a defaulting company will get.

CCFS-2026 was notified by MCA General Circular No. 01/2026 dated 24 February 2026 under Section 460 read with Section 403 of the Companies Act, 2013. It allows a defaulting company to file pending annual returns and financial statements on payment of only ten per cent of the additional fees otherwise due, which is a ninety per cent reduction in the penalty exposure. It opened on 15 April 2026 and was originally to close on 15 July 2026; General Circular No. 03/2026 dated 8 July 2026 extended it to 31 August 2026.

The scheme covers AOC-4 in all its variants, MGT-7 and MGT-7A, and ADT-1, and there is no restriction on which year the pending filing relates to, so FY 2024-25 and every earlier pending year can be cleared in the same window. Inactive companies can also use it to take dormant status in Form MSC-1 at half the normal fee, or to strike off in Form STK-2 at a quarter. No separate application is required; the reduced fee is calculated at the payment stage on MCA V3. LLPs are outside the scheme.

04What Changed for DIR-3 KYC in 2026?

Director KYC stopped being an annual filing. The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, notified as G.S.R. 943(E) on 31 December 2025 and in force from 31 March 2026, replaced the yearly intimation with a three-year cycle.

Two practical changes follow. The due date moved from 30 September to 30 June of the relevant year, and the cycle runs on three consecutive financial years anchored to the year in which the DIN was allotted or the last year in which KYC was filed. Where there is no change in a director's particulars, no filing is required in the two intervening years.

The relief is real but it introduces a tracking problem. Directors on several boards now sit on different cycles, and a change in a director's address, email or mobile number still triggers a filing outside the cycle. A DIN-level record of when each director last filed is now more useful than a company-level calendar.

05What Does the MCA V3 Portal Now Require?

Annual forms moved to MCA V3, and the new versions ask for more than their predecessors did. Three changes catch a private limited company out most often, and each one can stop an annual ROC compliance filing on the day it is due.

• Registered office evidence. The V3 forms require GPS coordinates of the registered office and a photograph of it. A company using a virtual or nominal address needs to resolve that before filing, not during.
• Filing sequence. MGT-7 can only be filed after AOC-4 has gone through, because the financial data feeds the annual return. The AGM date must be identical across both forms.
• Straight-through processing. MGT-7 and MGT-7A are processed in STP mode with no resubmission facility, so an error is not something you correct on a query. Verify before you submit.

Download the current templates from the portal rather than reusing last year's. The forms were revised as part of the migration, and the earlier versions will not validate.

06What Are the FY 2025-26 Dates You Are Working To Now?

The next round of annual ROC compliance is already running. For a 31 March 2026 year end with the AGM held on the last permitted day, the dates are these.

Hold the AGM earlier and every date moves forward with it, because the clock runs from the meeting rather than from a fixed calendar date. That is the single lever a company has over its own filing timetable, and it is worth using in a year when the audit is likely to finish early.

07How Do You Run Annual ROC Compliance Without Missing a Date?

Seven steps, worked backwards from the AGM rather than forwards from the year end.

1. Close the books and finish the audit by August. The statutory auditor needs time to issue the report under Section 143. An audit still open in mid-September compresses everything behind it.
2. Hold the board meeting to approve accounts and fix the AGM date. The board approves the audited financial statements and the Directors' Report, and sets the meeting date from which every filing deadline is then measured.
3. Issue the AGM notice with twenty-one clear days. Shorter notice is possible only with consent from members holding the prescribed majority. Plan for the full period.
4. Hold the AGM and record it properly. Minutes, attendance and the resolutions passed are the evidence behind the forms. They are also what a secretarial review will ask for first.
5. File ADT-1, then AOC-4, then MGT-7 in that order. The sequence is enforced by the portal. Confirm the AGM date entered is identical in each form before submitting.
6. Check the event-based filings you may have forgotten. Director changes, share allotments, charge creation and auditor resignation each carried their own thirty-day window during the year. These are the filings most often discovered late.
7. Set next year's calendar on the day you finish this one. Working from a written calendar rather than memory is what separates companies that file on time from companies that later need an amnesty scheme. Any Company Secretary in Mumbai or elsewhere will build one on request.

08How Did ROC Annual Filing Become This Demanding?

Because the registry moved from a paper record inspected occasionally to a live public database that regulators, lenders and counterparties read continuously.

Before 1991, under the licence-permit regime, corporate filings under the Companies Act, 1956 were made on paper at the Registrar's office and consulted rarely. Compliance was real but slow, and the practical consequence of a late filing was modest.

Liberalisation in 1991 multiplied the number of companies and the number of people with reason to check them. MCA21 brought electronic filing in the mid-2000s and made the register searchable by anyone, so a company's filing history became visible to any investor or bank that cared to look.

Annual ROC compliance stopped being a clerical task and became a directors' risk.

The Companies Act, 2013 then sharpened the consequences: fixed daily additional fees with no upper limit from 1 July 2018, director disqualification under Section 164(2) after three continuous years of default, and strike-off powers for the Registrar. The migration to MCA V3 and the periodic amnesty schemes are the two sides of that regime, one raising the standard of filing and the other clearing the backlog it leaves behind. Notifications and circulars are published on the MCA portal.

09Frequently Asked Questions

These are the questions our Company Secretary in Mumbai team is asked most often about annual ROC compliance. Companies with a backlog should read these alongside our note on condonation of delay and compounding of offence.