ROC compliance for startups: the yearly filing calendar

Founders rarely lose a round over ROC filings. They lose weeks. An investor's lawyer pulls the company's record from the Registrar, finds a missing return or a late annual filing, and the closing date moves.

This guide sets out the yearly ROC calendar for a private limited company with a March year end. Due dates and penalties come from the Companies Act, 2013 and the rules and orders linked below. It's an explainer, not legal advice. Your company secretary should confirm each date for your company.

What are the yearly ROC filings for a private limited company?

Every year, a private limited company holds its AGM within six months of the year end, then files financial statements on AOC-4 within 30 days and the annual return on MGT-7 or MGT-7A within 60 days. It also files DPT-3 by 30 June, MSME-1 twice a year if needed, and event forms when things change.

Filing	What it covers	When it's due
AGM (not a form)	Adopts accounts, appoints or ratifies auditor	Within six months of year end, so by 30 September; the first AGM within nine months of the first year end
AOC-4	Financial statements	Within 30 days of the AGM
MGT-7 or MGT-7A	Annual return; MGT-7A for small companies and one person companies	Within 60 days of the AGM
ADT-1	Notice of auditor appointment	Within 15 days of the meeting that appoints the auditor
DPT-3	Return of deposits and outstanding loans, as on 31 March	By 30 June
MSME-1	Dues to micro and small suppliers unpaid beyond 45 days	By 31 October and 30 April
DIR-3 KYC	Director KYC	Once every three years, by 30 June
PAS-3	Return of allotment	Within 15 days of a private placement allotment
INC-20A	Commencement of business declaration	Once, within 180 days of incorporation

When are AOC-4 and MGT-7 due, and what does late filing cost?

AOC-4 is due within 30 days of the AGM and MGT-7 or MGT-7A within 60 days. Miss either and the company faces a penalty of Rs 10,000 plus Rs 100 a day, up to Rs 2 lakh, with separate penalties for officers. A late filing fee of at least Rs 100 a day also applies.

Section 96 sets the AGM clock: within six months of the year end, and no more than fifteen months between meetings. Section 137 then gives 30 days to file the adopted financial statements. Section 92(4) gives 60 days for the annual return.

The penalties sit in sections 137(3) and 92(5). For officers in default, both cap the daily penalty at Rs 50,000. Section 403 adds an additional fee for late filing of either return of not less than Rs 100 per day. Penalties and fees add up separately.

Which return form? An ICAI note on the 2021 rule change explains that one person companies and small companies file MGT-7A, the abridged return, and everyone else files MGT-7.

Which event-based filings do startups miss?

Startups most often miss the filings triggered by events, not the calendar: PAS-3 after each share allotment, ADT-1 after an auditor appointment, and INC-20A after incorporation. Each has a short window, 15 days for PAS-3 and ADT-1 and 180 days for INC-20A, and each carries its own penalty.

PAS-3 after every allotment

Section 42(8) says a company making a private placement allotment must file a return of allotment within fifteen days, with a full list of allottees. Section 42(9) sets a penalty of Rs 1,000 a day of default, up to Rs 25 lakh, on the company, its promoters and its directors.

Other allotments also need a return under section 39(4). The penalty under section 39(5) is Rs 1,000 a day or Rs 1 lakh, whichever is less.

ADT-1 after the auditor is appointed

Under section 139(1), the first AGM appoints an auditor to hold office until the sixth AGM, and the company must file notice of the appointment within fifteen days of that meeting. So ADT-1 usually comes once per term, not every year.

INC-20A, once

Section 10A bars a company with share capital from starting business or borrowing until a director files a declaration within one hundred and eighty days of incorporation. The penalty is Rs 50,000 for the company and Rs 1,000 a day for officers, up to Rs 1 lakh. If no declaration is filed and the Registrar believes the company isn't doing business, it can start action to strike the company off.

The Registrar's record is the first version of your company an investor reads.

What are DPT-3, MSME-1 and DIR-3 KYC?

DPT-3 reports deposits and loans outstanding on 31 March, due by 30 June. MSME-1 reports dues to micro and small suppliers left unpaid beyond 45 days, filed by 31 October and 30 April. DIR-3 KYC confirms each director's details, and since the 2025 change it is due once every three years.

For DPT-3, a TaxGuru FAQ quotes Rule 16 of the deposit rules: every company they apply to files the return by the 30th day of June each year. The same FAQ notes the form also reports exempted deposits, so a startup with no public deposits may still have to file. Check with your CA.

MSME-1 comes from a January 2019 order under section 405. It applies to companies whose payments to micro and small suppliers exceed 45 days from acceptance. Section 405(4) sets a penalty of Rs 20,000, plus Rs 1,000 a day, up to Rs 3 lakh.

DIR-3 KYC changed recently. An ICAI announcement says rules notified on 31 December 2025 replaced the annual filing with a KYC intimation once in every three years. Directors who have completed KYC so far are next due by 30 June 2028.

Why do missed ROC filings slow a funding round?

Missed filings slow a round because investors check the Registrar's record against your cap table, and the law makes some gaps block the next issue. A missing PAS-3 means allotments aren't on record, and section 42 bars a fresh private placement offer until earlier allotments are complete. Fixing gaps takes fees, penalties and time.

Anyone can inspect documents filed with the Registrar. Section 399 lets any person inspect them electronically on payment of a fee. That's what an investor's counsel does first. Our guide to compliance checks investors run shows that side of the table.

Section 42(5) is the one that stops rounds. No fresh offer under the private placement section can be made until allotments from an earlier offer are completed, withdrawn or abandoned. If last year's angel allotment never got its return, this year's round waits.

Law firms see the same pattern. A June 2026 note by Legitpro Law calls current corporate filings a prerequisite at the pre-investment stage, and lists allotments made without required regulatory filings among common diligence red flags.

So reconcile before you raise. Tie every allotment to a board resolution, a PAS-3 and your register of members, as our cap table clean-up guide explains. Then put the filed forms in your data room.

How should a startup run its ROC calendar?

Put every fixed date in one calendar at the start of the year, assign an owner for each filing, and add a trigger for event filings: an allotment or an auditor appointment starts a 15 day clock. Review the calendar every quarter with your company secretary, and before any round.

• April: MSME-1 for October to March, by 30 April.
• June: DPT-3 by 30 June; DIR-3 KYC in its third year.
• September: AGM by 30 September.
• October: AOC-4 within 30 days of the AGM; MSME-1 by 31 October.
• November: MGT-7 or MGT-7A within 60 days of the AGM.
• Any time: PAS-3 within 15 days of an allotment; ADT-1 within 15 days of an auditor appointment.

None of this is legal advice, and forms and fees change. Check each due date with your company secretary or chartered accountant before you rely on it.

Questions

What are the annual ROC filings for a private limited company?

Every year: hold the AGM within six months of the year end, file financial statements on AOC-4 within 30 days of the AGM, and the annual return on MGT-7 or MGT-7A within 60 days. Add DPT-3 by 30 June, MSME-1 twice a year if small suppliers wait over 45 days, and DIR-3 KYC every third year.

What is the penalty for late AOC-4 or MGT-7 filing?

Under sections 137 and 92 of the Companies Act, 2013, the company faces a penalty of Rs 10,000 plus Rs 100 a day of continuing failure, up to Rs 2 lakh. Officers in default face similar daily penalties capped at Rs 50,000. Section 403 adds a late filing fee of at least Rs 100 a day.

When is DIR-3 KYC due now?

Rules notified on 31 December 2025 replaced the annual DIR-3 KYC with a filing once every three years. ICAI's note on the change says directors who have completed KYC so far next file by 30 June 2028. Changes to a director's mobile number, email or address are updated through the same form.

Why do missed ROC filings slow down a funding round?

Investors check the company's filings with the Registrar against its cap table and board records. A missing PAS-3 means allotments aren't on record, and the Companies Act bars a new private placement offer until earlier allotments are complete. Gaps often have to be fixed, with fees and penalties, before money moves.

Sources: Companies Act, 2013, sections 10A, 39, 42, 92, 96, 137, 139, 399, 403 and 405 (India Code) · Ministry of Corporate Affairs, Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 22 Jan 2019 (TaxGuru copy) · TaxGuru, DPT-3 Return of Deposits FAQs, citing rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 · Institute of Chartered Accountants of India, announcement on DIR-3 KYC amendment, 2026 · Institute of Chartered Accountants of India, announcement on amendment in Companies (Management and Administration) Rules, 10 Mar 2021 · Legitpro Law (Rishika Jaiswal), Road Beyond the Term Sheet, Legal 500 Market Intelligence, 11 Jun 2026

For more on how startup funding works in India, read the MyStartupValley blog or visit mystartupvalley.com.