The annual ROC filing trap: MGT-7A, AOC-4, DIR-3 KYC and DPT-3 deadlines founders keep missing

A founder closes a seed round in March, ships product all year, and assumes that because the company "isn't really doing much yet" there is nothing to file with the Ministry of Corporate Affairs. Twelve months later a buyer's due-diligence team pulls the MCA master data and finds filings overdue, a penalty clock running at ₹100 a day on the annual forms, and directors whose DINs were deactivated for missing KYC. None of this required wrongdoing. It only required silence. Annual ROC compliance is not triggered by revenue, profit, or activity — it is triggered by the mere existence of a registered company, and the deadlines do not move because you were busy.

This is the checklist of the filings that catch private limited companies most often — AOC-4, MGT-7/MGT-7A, DIR-3 KYC and DPT-3 — what the Companies Act 2013 actually requires, the penalties, and the order in which to do them.

What the law actually requires

Annual filing for a private limited company rests on a small cluster of provisions in the Companies Act 2013, read with the relevant rules. Each form discharges a separate statutory obligation, and filing one does not cover another.

AOC-4 — filing of financial statements. Section 137 requires every company to file a copy of its financial statements with the Registrar within 30 days of the AGM; where no AGM is held, within 30 days of the last date it should have been held (s.137(1)-(2)). Because the AGM for most companies is held by 30 September, the practical AOC-4 deadline is around 30 October. An OPC files within 180 days from the closure of the financial year (proviso to s.137(1)) — no AGM involved.

MGT-7 / MGT-7A — annual return. Section 92 requires every company to file an annual return with particulars as they stood at the close of the financial year, within 60 days of the AGM (or the date it should have been held) — typically by 29 November (s.92(1), (4)). "Every company shall file its annual return in Form No. MGT-7 except One Person Company (OPC) and Small Company. One Person Company and Small Company shall file annual return ... in Form No. MGT-7A" (Rule 11(1), as substituted in 2021). A small company means paid-up capital not more than ₹10 crore and turnover not more than ₹100 crore (Rule 2(1)(t), as amended by G.S.R. 880(E) dated 1 December 2025) — not the old ₹4-crore / ₹40-crore limits. Many founders file the wrong variant and treat the obligation as met — it is not.

DIR-3 KYC — director KYC. The old annual 30 September KYC is gone. Rule 12A as substituted by the Amendment Rules, 2025 (G.S.R. 943(E), in force 31 March 2026) requires every individual holding a DIN as on 31 March of a financial year to file KYC intimation in the single Form DIR-3 KYC Web "on or before the 30th June of the immediately following every third consecutive financial year". A change in personal mobile number, email or residential address must be filed within 30 days (Rule 12A(2), ₹500 per filing). This is a personal obligation that attaches to the director, not the company: a director on five boards files once; a director who resigned everywhere but still holds an active DIN must still file. Late or reactivation filing costs a flat ₹5,000 (Fees Rules, as amended 2026).

DPT-3 — return of deposits. DPT-3 reports outstanding loans and money received that are not treated as deposits. Founders forget it most because they reason "we never took public deposits" — but it captures director loans, inter-corporate loans, share application money pending allotment, and holding-company balances that almost every startup carries. Confirm the current due date, scope and exclusions from the Companies (Acceptance of Deposits) Rules and the MCA portal before filing — do not rely on older deadline summaries.

What the law says

The opening words of section 92(1), and section 137(1) with its first proviso, of the Companies Act, 2013 read:

Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year

A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed

Provided that where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general meeting, such unadopted financial statements along with the required documents under sub-section (1) shall be filed with the Registrar within thirty days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting for that purpose

Last verified against Companies Act ss.92, 137 on 5 November 2026.

Practical implications — what actually happens when you miss them

For AOC-4 and MGT-7/7A, delay attracts an additional fee of ₹100 per day per form, with no upper ceiling (Fees Rules — this per-day table applies to forms under Sections 92 and 137). Two forms filed three months late is roughly ₹18,000 in pure late fees. Beyond the per-day fee, Section 137(3) and Section 92(5) impose separate penalties — ₹10,000 plus ₹100 per day, capped at ₹2 lakh for the company (₹50,000 for the officer) — running into lakhs for prolonged default across forms.

Continuous default has a sharper edge: "no person who is or has been a director of a company which has not filed financial statements or annual returns for any continuous period of three financial years ... shall be eligible to be re-appointed as a director of that company or appointed in other company for a period of five years" (s.164(2)). On the MCA portal, a company that has not filed its s.137/s.92 dues is restricted from filing e-Form ACTIVE, and a company that does not intimate those particulars "shall be marked as 'ACTIVE-non-compliant'" (Rule 25A, Incorporation Rules) — a flag any investor, lender, or acquirer sees in the master data.

For DIR-3 KYC, missing the timeline deactivates the DIN. Reactivation requires filing DIR-3 KYC Web with the flat ₹5,000 fee (no per-day meter). While deactivated, that director cannot sign MCA filings — which can freeze the company's own AOC-4 and MGT-7 in turn.

Step-by-step: what to do

Map your DINs first. List every individual holding a DIN as on 31 March, determine which cycle each DIN falls in under the triennial Rule 12A, and file DIR-3 KYC Web where due by 30 June of the cycle year. Report any change in mobile, email or address within 30 days. Doing this first keeps directors able to sign the later forms.
File DPT-3. Pull a 31 March snapshot of all outstanding loans and money received not treated as deposits — director loans, inter-corporate loans, share application money. Confirm the current due date and file, even where the deposit figure is nil.
Hold the AGM by 30 September. Lay the audited accounts before members. The AGM date anchors both AOC-4 and MGT-7, so fixing it correctly fixes both downstream deadlines.
File AOC-4 within 30 days of the AGM (≈30 October), attaching the audited financials, board report and auditor's report. OPCs file within 180 days of year-end.
File MGT-7 or MGT-7A within 60 days of the AGM (≈29 November). Confirm whether you qualify as a small company (₹10-crore / ₹100-crore test) before choosing the variant.
Reconcile against the MCA master data. A week after filing, check the company's filing status on the MCA21 portal and confirm all DINs are active.

FAQ

We had zero revenue this year. Do we still file?
Yes. Annual ROC filings are triggered by incorporation, not by activity. A dormant or zero-revenue company still files AOC-4, MGT-7/7A, DIR-3 KYC (when its cycle falls due) and DPT-3 (where applicable).

Is DPT-3 only for companies that took public deposits?
No. This is the single biggest misconception. DPT-3 covers outstanding loans and money received that are not deposits — including director loans and inter-corporate loans. Most startups have a reportable figure even though they never accepted a public deposit. Confirm scope and due date from the current Deposit Rules.

What is the difference between MGT-7 and MGT-7A?
MGT-7A is the abridged annual return for One Person Companies and small companies (paid-up capital up to ₹10 crore and turnover up to ₹100 crore). Everyone else files the full MGT-7. Filing the wrong form does not discharge the obligation.

Can late fees really have no cap?
For AOC-4 and MGT-7/7A, yes: the additional fee is ₹100 per day per form with no maximum, so the cost grows indefinitely until you file. DIR-3 KYC is different — a flat ₹5,000. There is generally no extension, so the only way to stop the meter is to file.

Closing

The pattern that ends in ineligible directors and "non-compliant" stamps almost always starts the same way — a founder who assumed inactivity meant nothing was due. The filings above are predictable, the deadlines are fixed, and the penalties are mechanical. Build them into your calendar before the year-end rush, not after a buyer's diligence team finds the gap.

For a compliance review of your company, speak to your chartered accountant.

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