Annual Filing Requirements Under the Companies Act 2013

 Running an Indian company means juggling sales targets, cash flow and, yes, “ROC stuff.” Ignore the latter and the Ministry of Corporate Affairs (MCA) will happily slap you with ₹100-per-day late fees—and can even freeze your directors’ DINs. Below is a conversational but comprehensive guide to every form, meeting and deadline you’ll face this filing season. Bookmark it, share it with your finance team, and sleep easier.

1. Why Annual Compliance Matters

Think of annual filings as your corporate health check‐up. They:

• Keep the company in “Active Compliant” status on the MCA portal.
• Protect directors from personal liability or disqualification.
• Signal transparency to banks, investors and tender committees.
• Prevent snowballing penalties that quietly devour profits.

2. The Big Picture—Seven Core Obligations

What	Key Form / Action	Standard Due Date*	Why It Exists
Hold the Annual General Meeting (AGM)	Board notice & minutes	30 Sep 2025 (within 6 months of FY-end)	Shareholders approve accounts & dividends
Notify/confirm Auditor	ADT-1	Within 15 days of AGM	MCA records who signs your books
File Audited Financial Statements	AOC-4	Within 30 days of AGM	Public record of balance sheet & P&L
File Annual Return	MGT-7 (or MGT-7A for OPC/small co.)	Within 60 days of AGM	Snapshot of shareholding, directors, meetings
Update Director KYC	DIR-3 KYC (Form or Web)	30 Sep 2025	Keeps DINs active & traceable
Report Deposits / Loans	DPT-3	30 Jun 2025	Declares all outstanding borrowings—even from directors
Half-yearly MSME payment report	MSME-1	30 Apr & 31 Oct 2025	Names buyers who delay >45-day payments to micro/small suppliers

*If the date falls on a public holiday or Sunday, file on the preceding working day—unless MCA issues a formal extension.

3. Your Month-by-Month Game Plan

April 2025

• Gather data on any unpaid MSME invoices older than 45 days—file MSME-1 by 30 Apr.
• Schedule statutory auditors to start the FY 2024-25 audit.

May–June 2025

• Close books, finish ledgers, chase bank confirmations.
• Submit DPT-3 by 30 Jun (loans, deposits, advances—even interest-free).

July–August 2025

• Draft directors’ report, auditors’ report and financial statements.
• Board meeting: approve draft accounts, fix AGM date.

September 2025

• Hold the AGM on or before 30 Sep.
• Immediately after the AGM:
  – File ADT-1 (auditor appointment) within 15 days.
  – Upload AOC-4 within 30 days.
• Each director completes DIR-3 KYC before 30 Sep.

October 2025

• If AGM was on 30 Sep, mark 29 Nov as last date for MGT-7 (60-day rule).
• Compile second-half MSME data for filing by 31 Oct.

November – December 2025

• Upload MGT-7/MGT-7A before the 60-day limit.
• For audit-case companies (Section 44AB), remember 31 Oct/30 Nov income-tax dates—ROC and tax clocks run side-by-side.

January – March 2026

• Run an internal compliance audit. Clear stray board-minute signatures, DSC expiries, or forgotten event-based forms (e.g., PAS-3 for share allotments).

4. Penalties: The (Very) Expensive Procrastination Tax

• Late ROC forms: ₹100 per day, no cap—MGT-7 delayed three months? ₹9,000 straight.
• DIR-3 KYC missed: DIN deactivated until you pay ₹5,000 and file.
• Persistent defaults: Registrar may flag company as “Active Non-Compliant,” blocking future filings and, in extreme cases, striking off the company.
• Director liability: Continuous non-filing can disqualify directors under Section 164, barring them from other boards for five years.

5. Practical Hacks to Stay Ahead

1. Automate reminders: Add every due date to Google Calendar with a two-week & two-day alert.
2. One‐drive for docs: Store FIRCs, board minutes, audit workings in a shared cloud folder—no more “who has the signed balance sheet?” chaos.
3. DSC health check: Renew digital signatures every two years; nothing is worse than a filing blocked at 11:58 p.m. by an expired token.
4. Mock-audits: Conduct a mid-year review—catch missing board meetings or share-transfer entries before the statutory auditor does.
5. Professional help: A Company Secretary retainer often costs less than one penalty notice.

6. FAQs Directors Ask (at the Last Minute)

Q We skipped revenue this year—do we still file everything?
A Yes. Dormant or zero-turnover companies must meet the same annual ROC deadlines.

Q Can we use the previous auditor’s ADT-1 if nothing changed?
A No. ADT-1 must be filed every year for the current auditor term—even if re-appointed.

Q Our AGM got adjourned; how do due dates shift?
A ROC counting (AOC-4, MGT-7) starts from the original AGM date, not the adjourned meeting—so don’t bank on extra time.

Q Missed DIR-3 KYC—can we still file AOC-4?
A Yes, company filings go through, but that director’s DIN stays inactive (and flagged) until KYC+fee are completed.

7. Beyond the Basics—Event-Based Filings to Watch

While annual forms are predictable, certain corporate actions trigger immediate compliance:

• Share allotment → PAS-3 within 30 days.
• Change in directors/KMP → DIR-12 within 30 days.
• Registered-office shift within state → INC-22 within 30 days; cross-state moves require RD approval.
• Creation or satisfaction of charge → CHG-1 or CHG-4 within 30 days (extended with ad-valorem fee).

Keep an “event checklist” handy so surprises don’t snowball into compounded penalties.

8. Closing Thoughts

Annual compliance isn’t glamorous, but it is the scaffolding that keeps your enterprise standing tall. When ROC filings are routine, you free up bandwidth for strategy, fundraising and product innovation—confident the legal foundation is solid.

Use this checklist, start your prep early and treat each deadline as non-negotiable. Future-you (and your board, investors and auditors) will thank present-you for the foresight.