Company law and ROC filing guide

Annual ROC Compliance and Filing Requirements in India

Indian companies must meet annual reporting and event-based filing obligations with the Registrar of Companies (ROC). The principal framework is the Companies Act, 2013, associated rules and the Ministry of Corporate Affairs (MCA) electronic filing system.

Important update: Forms 20B, 23AC, 23ACA, 66 and 21A mentioned in older Companies Act, 1956 guidance are legacy forms, not the standard forms for current annual filing. Use the applicable MCA21 V3 form and check current notifications, company classification and any deadline extensions before filing.

1. What is annual ROC compliance?

Annual compliance is the recurring legal obligation to maintain statutory records, hold required meetings, prepare and approve financial statements, file the annual return and financial statements, and complete other disclosures. It applies to companies registered under the Companies Act, 2013, including companies originally incorporated under the Companies Act, 1956, subject to exemptions and special provisions for particular company classes.

Two important recurring ROC filings are the annual return under section 92 and the financial statements under section 137. Annual filing is generally required even when the company has little or no business activity, unless a specific legal exemption applies.

Annual general meeting (AGM)

Under section 96, a company required to hold an AGM must ordinarily do so within six months after the close of its financial year, subject to the statutory interval and first-AGM rules. One Person Companies are exempt from the AGM requirement. The ROC may grant a permitted extension for an AGM other than the first AGM, in accordance with the Act.

2. Principal ROC annual forms and deadlines

Form or compliance	Legal basis and purpose	Ordinary due date
MGT-7	Annual return of companies other than those eligible for MGT-7A; section 92 and relevant rules.	Within 60 days of the AGM, or the date on which the AGM should have been held if not held.
MGT-7A	Abridged annual return for One Person Companies and small companies, as applicable.	Under the section 92 annual-return deadline rules; special treatment applies where no AGM is required.
AOC-4 and applicable variants	Financial statements, including balance sheet, statement of profit and loss, notes, auditor's report and required attachments; section 137.	Generally within 30 days of AGM; for an OPC, within 180 days of financial-year closure. Special rules apply to certain classes, including producer companies.
ADT-1	Notice of appointment of auditor under section 139 and the applicable audit rules.	Generally within 15 days of the meeting at which the auditor is appointed.
DIR-3 KYC / web KYC	Director identification number KYC compliance, where applicable.	As prescribed by the current rules and MCA notifications.
DPT-3, MSME-1, CSR-2 and other forms	Additional periodic disclosures for companies meeting the relevant conditions.	Varies by form, financial year and notification.

Under section 129, financial statements must give a true and fair view and comply with applicable accounting standards and Schedule III, subject to statutory exceptions. Section 134 covers Board approval, signing and the Board's report. Section 137 requires filing of the adopted statements and relevant documents with the ROC; specific rules address unadopted statements and subsequent adoption.

Annual returns must be signed and, where required, certified in accordance with section 92 and the Companies (Management and Administration) Rules, 2014. Certain companies require certification in Form MGT-8 by a company secretary in practice. The certification thresholds and applicability should be checked against current rules.

3. Earlier Companies Act, 1956 forms and their current position

The older filing system used separate annual-return, balance-sheet, profit-and-loss and compliance-certificate forms. These references remain relevant to historical records but should not be used as current filing instructions.

Legacy form	Earlier purpose	Current approach
20B	Annual return for companies having share capital.	MGT-7 or MGT-7A, depending on eligibility.
21A	Annual return for companies without share capital.	Applicable annual-return form under the 2013 Act and current rules.
23AC	Balance sheet filing.	AOC-4 or applicable variant.
23ACA	Profit and loss account filing.	Included in financial-statement filing under AOC-4 or applicable variant.
66	Compliance certificate under the earlier regime.	No direct universal replacement; current company-secretary appointment, secretarial audit and MGT-8 certification rules apply where relevant.

Companies without share capital are not automatically exempt from annual-return requirements. The form, information and filing procedure must be selected for the company's legal structure.

4. Other regular and event-based company compliances

Besides annual filings, companies must review whether the following transactions require Board or shareholder approval, maintenance of registers or minutes, disclosures, regulatory permission or filing with the ROC.

Shares, capital and securities

Issue and allotment of shares, including shares to directors or employees; private placements and public offers where permitted; share transfers and transmission.
Increase or alteration of authorised capital, changes in paid-up capital, share subdivision or consolidation, and amendments to capital clauses.
Relevant forms may include PAS-3, SH-7 and other forms depending on the transaction; see sections 42, 61 and 62 and the applicable rules.

Constitution, directors and auditors

Change of name, objects, memorandum or articles of association; relevant sections include 13 and 14.
Appointment, resignation, retirement or vacation of office of directors; managing director or whole-time director appointments, remuneration and related disclosures. DIR-12, MR-1 or other filings may apply.
Appointment, resignation or change of statutory auditors; relevant sections include 139 and 140.
Shifting the registered office, including changes across jurisdictions; section 12 and related rules apply.

Finance, transactions and corporate actions

Acceptance of deposits from members, directors or relatives where legally permitted; sections 73 to 76 and applicable deposit rules.
Loans, guarantees, securities and investments; sections 185 and 186, subject to exemptions and conditions.
Related-party contracts and transactions involving directors, their relatives or connected firms; sections 184 and 188.
Creation, modification or satisfaction of charges securing borrowings; sections 77 and 82 and forms such as CHG-1 and CHG-4.
Investments in securities, business tie-ups with non-residents and foreign citizens, and overseas transactions, subject to the Companies Act, FEMA and applicable sectoral rules.
Amalgamations, mergers, arrangements and other restructuring under sections 230 to 232, as applicable.

Internal governance and recordkeeping

Opening or closing bank accounts and changes in authorised signatories, with appropriate corporate approvals.
Changes in loan terms, discharge of borrowings, acquisition or disposal of fixed assets and starting a new business or partnership.
Execution of documents and use of the common seal, if adopted; a common seal is not universally mandatory.
Convening Board, committee and general meetings; preparing and maintaining minutes and attendance records under sections 118 and 173 and applicable Secretarial Standards.
Filing resolutions and agreements under section 117, where applicable, commonly through MGT-14.
Maintaining statutory registers, books of account and other records, including those required under sections 88 and 128.
Providing copies of resolutions or certified documents to banks, authorities and other third parties where necessary.

Not every internal transaction requires an ROC form. Applicability depends on the type of company, the transaction, applicable thresholds, exemptions and the law in force on the relevant date.

5. Practical annual compliance checklist

Confirm company status, financial-year end, applicable exemptions and the required AGM date.
Update statutory registers, accounting records, shareholding, directors and key managerial personnel details.
Prepare financial statements and arrange statutory audit and Board approval where required.
Issue AGM notice, conduct the meeting if required and maintain the minutes and resolutions.
Complete the applicable AOC-4 and MGT-7 or MGT-7A filings within statutory deadlines.
Check other periodic and event-based filings, including auditor, director, deposit, MSME, CSR, charge and beneficial ownership reporting where applicable.
Use valid digital signatures and MCA21 V3 business-user credentials, pay applicable filing fees and retain the service request number (SRN), challan and acknowledgement.

Late filings can attract additional fees and statutory penalties under the relevant provisions, including sections 92 and 137. The actual amount depends on the nature and duration of default and applicable rules. MCA notifications may modify filing procedures or grant extensions for specified periods.

6. Official law and filing resources

Consult the primary legislation, rules, amendments and MCA portal instructions before submitting any statutory filing.

Updated: 8 October 2026. This article is general legal information. Check the latest notifications, amendments and form instructions for your company and filing period.