Company Law for Startups (Part 2): ROC Annual Filings – AOC-4, MGT-7, AGM and Late Fees
ROC annual filing for startups: AGM, AOC-4 in 30 days, MGT-7 in 60 days, ADT-1, DPT-3, small company limits and the Rs 100 per day late fee, with an example.
A Hyderabad startup closes its books in April, gets busy with a funding round and forgets the AGM. In December, an investor’s lawyer asks for the latest ROC filings. The late-fee meter has been running at Rs 100 a day, on each form, with no cap.
1. The annual calendar for a 31 March year-end
| Compliance | Due date | Note |
|---|---|---|
| Board meetings | At least 4 a year, gap not more than 120 days (small companies may hold fewer; confirm Section 173(5)) | Minutes and attendance register |
| DPT-3 (return of deposits and outstanding receipts) | 30 June | Covers loans from directors and certain money received |
| MSME-1 (outstanding payments to micro and small suppliers) | Half-yearly: 31 October and 30 April | If payments are pending beyond 45 days |
| AGM | 30 September (first AGM within 9 months of the first year-end) | Section 96 |
| DIR-3 KYC for directors | Per the current cycle (confirm; earlier 30 September annually) | Director verification |
| ADT-1 (auditor appointment) | Within 15 days of the AGM | Where applicable |
| AOC-4 | 30 days from AGM (30 October 2026 if AGM held on 30 September 2026) | Section 137 |
| MGT-7 / MGT-7A | 60 days from AGM (29 November 2026 if AGM held on 30 September 2026) | Section 92 |
| Income tax return (audit cases) | 31 October | Income tax law |
2. Late filing, worked out
ComplianceKart prepares financial statements, holds the AGM paperwork and files AOC-4, MGT-7, ADT-1 and DIR-3 KYC. See our ROC annual compliance service in Hyderabad.
3. Small company: does it help you?
From 1 December 2025, a private company with paid-up capital up to Rs 10 crore and turnover up to Rs 100 crore (previous year) qualifies as a “small company” (Notification G.S.R. 880(E)), unless it is a holding or subsidiary company or falls in an excluded category. Small companies file the simpler MGT-7A and enjoy lighter requirements, for example no cash flow statement. The Corporate Laws (Amendment) Bill, 2026 proposes to raise the limits further to Rs 20 crore and Rs 200 crore; this is a proposal, not law.
4. Common mistakes
- Skipping the AGM because “shareholders are the same as directors”. It is still required (OPCs are exempt).
- Filing AOC-4 before the auditor’s report is signed.
- Reporting a different turnover in AOC-4 and in the GST and income tax returns.
- Ignoring DPT-3 when founders have lent money to the company.
- Forgetting that each form carries its own late-fee meter.
- Not keeping statutory registers and minutes, which MGT-7 relies on.
Why work with ComplianceKart
ComplianceKart is a boutique practice bringing Chartered Accountants, Company Secretaries and advocates under one roof. Think of a multi-speciality hospital: the physician, the radiologist and the pharmacist read from one patient file, so you never carry reports between buildings. Annual filings need accounts, tax data, board paperwork and director records to agree. One team reading the same file keeps AOC-4, MGT-7 and the tax returns consistent.
Frequently Asked Questions
What is the due date for AOC-4?
30 days from the date of the AGM, or from the date the AGM was due if it was not held.
What is the late fee for AOC-4 and MGT-7?
Rs 100 per day per form with no upper limit, plus possible penalties under Sections 137 and 92.
Do all companies hold an AGM?
Yes, except One Person Companies. A private company must hold it within 6 months of the financial year end.
What is MGT-7A?
A simplified annual return for One Person Companies and small companies.
Is there any relief for FY 2025-26?
A Companies Compliance Facilitation Scheme, 2026 and extended dates were reported. Confirm the details on the MCA circular.
Sources
- Companies Act, 2013: Sections 92, 96, 137, 139, 173
- Companies (Specification of Definition Details) Amendment Rules, 2025 (G.S.R. 880(E), 1 December 2025)
- MCA Rajya Sabha reply, 21 July 2026; Corporate Laws (Amendment) Bill, 2026 (proposal)
Ready to act? Start with our ROC annual compliance service, check pricing, or contact us.
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Educational article, last updated 11 November 2026. General information, not advice on a specific case. Laws and due dates change; confirm on the date you act. Items marked (confirm) came from secondary sources and need checking against the official text.
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