Annual ROC Compliance 2026: Beyond AOC-4 and MGT-7

Summary: Annual ROC compliance for FY 2025-26 should be approached as a complete corporate compliance closure exercise rather than merely filing AOC-4 and MGT-7/MGT-7A. The process covers finalisation and audit of financial statements, Board approval, Board’s Report, AGM, annual financial-statement and annual-return filings, auditor-related filings, DPT-3, MSME-1, director KYC, CSR, share capital, charges, related-party transactions and other event-based compliances. The FY 2025-26 cycle is particularly significant because the small-company thresholds were enhanced with effect from 1 December 2025 to ₹10 crore paid-up capital and ₹100 crore turnover, while the director KYC framework moved from annual compliance to a three-year cycle effective 31 March 2026. Companies should therefore reassess MGT-7/MGT-7A applicability, XBRL applicability, MGT-8 requirements and the applicable DIR-3 KYC cycle rather than relying on older checklists. AOC-4 should reconcile with the signed financial statements, while MGT-7/MGT-7A should agree with statutory registers, share capital records and MCA master data. Similar reconciliations should be undertaken for borrowings and DPT-3, MSME dues and MSME-1, related-party transactions, charges, CSR and share capital. The article also highlights the distinction between additional filing fees and statutory penalties, potential director-disqualification consequences, the continuing obligations of companies with no business activity, and the increasing importance of consistency between books, GST returns, Income-tax filings and MCA records. The recommended professional approach is Review → Reconcile → Identify Exceptions → Rectify → Approve → File, ensuring that annual ROC filings are the final output of a broader annual corporate compliance review.

Annual ROC Compliance 2026: Beyond AOC-4 and MGT-7

A Complete Practical Guide to AGM, AOC-4, MGT-7/MGT-7A, ADT-1, DPT-3, MSME-1, DIR-3 KYC, XBRL, Penalties and Pre-Filing Reconciliation

Introduction

The annual compliance season under the Companies Act, 2013 is one of the most important compliance cycles for companies in India. However, annual ROC compliance is often understood narrowly as filing two forms — AOC-4 and MGT-7/MGT-7A.

That approach is incomplete.

The annual compliance process involves a chain of activities beginning with finalisation and audit of financial statements, approval by the Board, preparation of the Board’s Report, holding of the Annual General Meeting (“AGM”), filing of financial statements and annual return with the Registrar of Companies (“ROC”), and verification of various event-based and periodic compliances undertaken during the financial year.

For companies having financial year ending 31 March 2026, the compliance cycle assumes additional importance because of significant recent MCA developments, including:

• Enhancement of the threshold for classification as a small company to ₹10 crore paid-up capital and ₹100 crore turnover with effect from 1 December 2025;
• Replacement of the annual director KYC requirement with a three-year KYC cycle effective 31 March 2026;
• Continued digitisation and data-driven scrutiny through MCA21 V3;
• Increased emphasis on consistency between financial statements, annual return and other MCA filings.

The Ministry of Corporate Affairs has itself highlighted the enhanced small-company thresholds and the move towards data analytics, early-warning systems and compliance-management systems under MCA21 V3.

1. What is Annual ROC Compliance?

Annual ROC compliance broadly refers to the statutory compliances that a company is required to undertake periodically, particularly after the end of each financial year.

The principal annual compliance framework covers:

• Finalisation of financial statements
• Statutory audit
• Board approval
• Board’s Report
• AGM
• Filing of financial statements – AOC-4/AOC-4 CFS/AOC-4 XBRL, as applicable
• Filing of annual return – MGT-7/MGT-7A
• Auditor-related filing – ADT-1, where applicable
• DPT-3, where applicable
• MSME-1, where applicable
• Director KYC under the revised framework
• CSR-related reporting
• Share capital and shareholding reconciliation
• Charge-related compliance
• Related-party transaction disclosures
• Event-based MCA filings.

The annual filing should therefore be viewed as a corporate compliance closure exercise rather than merely an electronic filing exercise.

2. Annual ROC Compliance Calendar – FY 2025-26

For a company having financial year ending 31 March 2026, the broad calendar is as follows:

The dates for AOC-4 and MGT-7/MGT-7A are linked to the actual AGM date. Thus, a company holding its AGM earlier than 30 September cannot simply adopt 30 October and 29 November as its filing dates. AOC-4 is generally due within 30 days and the annual return within 60 days of the AGM.

3. Annual General Meeting – The Starting Point

Section 96 of the Companies Act, 2013 generally requires a company other than an OPC to hold an AGM within six months from the close of the financial year.

Accordingly, for a company having a 31 March 2026 year-end, the normal outer date is:

The AGM provides the statutory platform for consideration and adoption of the financial statements and other matters prescribed under the Companies Act.

Before the AGM, the company should ensure that:

• Financial statements are finalised;
• Statutory audit is completed;
• Auditor’s Report is available;
• Board’s Report is prepared;
• CSR disclosures are completed, where applicable;
• Related-party disclosures are reviewed;
• Directors’ disclosures are updated;
• Shareholding information is reconciled;
• Notice of AGM is properly issued;
• Statutory registers and records are updated.

4. AOC-4 – Filing of Financial Statements

Section 137 deals with filing of financial statements with the Registrar. Form AOC-4 is the principal form used for filing financial statements with the ROC.

The financial statements filed should correspond with the financial statements approved/adopted by the members.

Normal Timeline

AOC-4 is generally required to be filed within 30 days of the AGM. Therefore, if the AGM is held on 30 September 2026, the normal filing deadline would fall around 30 October 2026.

What should be checked before filing AOC-4?

The following should be reconciled:

• Balance Sheet
• Statement of Profit and Loss
• Cash Flow Statement, where applicable
• Statement of Changes in Equity, where applicable
• Notes to Accounts
• Auditor’s Report
• Board’s Report
• Share capital
• Reserves
• Borrowings
• Related-party disclosures
• CSR disclosures
• Contingent liabilities
• Accounting policy disclosures.

5. AOC-4 CFS – Consolidated Financial Statements

Where consolidated financial statements are required under the Companies Act, the relevant consolidated financial statements need to be filed in the prescribed manner.

Accordingly, companies having subsidiaries, associates or joint ventures should examine whether consolidated financial statements are required.

6. AOC-4 XBRL – Don’t Miss the Applicability Test

Certain classes of companies are required to file financial statements in XBRL format. The XBRL framework covers, among others, companies:

• Listed on stock exchanges in India and their Indian subsidiaries;
• Having paid-up capital of ₹5 crore or more;
• Having turnover of ₹100 crore or more;
• Required to prepare financial statements under Ind AS,
• Subject to the specified exclusions/exemptions under the applicable rules.

The MCA’s XBRL rules prescribe these classes and also provide exemptions for specified sectors such as banking, insurance, housing finance and NBFCs.

7. MGT-7 and MGT-7A – Annual Return

Section 92 requires companies to prepare and file an annual return. The annual return contains corporate information including:

• Registered office
• Principal business activities
• Share capital
• Shareholding
• Members
• Directors
• KMP
• Meetings
• Remuneration
• Indebtedness
• Share transfers
• Other prescribed information.

MGT-7

Generally applicable to companies other than OPCs and small companies.

MGT-7A

The abridged annual return is applicable to: One Person Companies; and Small companies.

8. Major 2025 Change – Small Company Threshold Increased

This is one of the most important changes relevant to the FY 2025-26 compliance cycle.

With effect from 1 December 2025, the threshold for a “small company” was increased to:

Both prescribed financial conditions have to be satisfied, in addition to the other conditions/exclusions contained in Section 2(85). The MCA itself confirmed the enhancement from the earlier ₹4 crore / ₹40 crore limits.

However, the definition of small company is not determined by financial thresholds alone. Certain companies are excluded from the definition, including:

• Holding companies;
• Subsidiary companies;
• Companies registered under Section 8;
• Companies governed by a special Act, subject to the statutory language.

9. MGT-7/MGT-7A – The Data Should Be as at Year-End

A very important practical distinction is that the annual return contains corporate information that needs to be considered with reference to the statutory reporting requirements and relevant dates.

The following should also be cross-checked:

• Directors
• KMP
• Shareholding
• Transfers
• Allotments
• Meetings
• Registered office
• Charges
• Indebtedness.

10. MGT-8 Certification

For prescribed companies, the annual return is required to be certified by a Company Secretary in Practice in Form MGT-8.

The statutory framework covers listed companies and companies meeting the prescribed paid-up capital/turnover criteria. The established threshold referred to in Section 92(2) is ₹10 crore paid-up capital or ₹50 crore turnover.

Accordingly, while preparing MGT-7, the company should separately examine whether MGT-8 certification is applicable.

11. ADT-1 – Auditor Appointment/Reappointment

ADT-1 should not be treated as an ordinary annual return. It relates to the company’s appointment/reappointment of the statutory auditor.

Where the auditor is appointed/reappointed at the AGM, the company should ensure filing of the prescribed form within the statutory timeline.

Practical Reconciliation

Particular attention should be given to:

• Auditor’s name
• Firm name
• FRN
• Membership details
• Period of appointment
• Rotation requirements, where applicable
• Casual vacancy, if any.

12. DIR-3 KYC – A Major Change from FY 2025-26

This is an area where many old compliance articles are now outdated.

Historically, directors were required to undertake annual KYC.

However, the Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, notified on 31 December 2025 and effective from 31 March 2026, replaced the annual KYC framework with a once-in-three-financial-years requirement through DIR-3 KYC-Web.

The revised framework requires a DIN holder to submit KYC intimation by 30 June following every third consecutive financial year.

MCA has clarified that directors who had already completed KYC are covered by the revised framework and their next KYC filing is generally due by 30 June 2028, subject to the applicable cycle.

13. DPT-3 – An Important Annual Compliance

Form DPT-3 is relevant for reporting deposits and specified outstanding amounts/transactions falling within the reporting framework.

The annual DPT-3 filing is generally due by:

The MCA’s DPT-3 instruction kit identifies 30 June as the annual filing date for the return relating to deposits and particulars of transactions by a company not considered deposits under the applicable rules.

Practical Review

Before filing DPT-3, the company should extract:

• Unsecured loans
• Secured loans
• Loans from directors
• Loans from shareholders
• Inter-corporate borrowings
• Deposits
• Other specified outstanding amounts.

The balance sheet should be reconciled with the DPT-3 data.

14. MSME-1 – Half-Yearly Compliance

Companies covered by the applicable MSME reporting requirements need to examine their outstanding dues to micro and small enterprise suppliers.

The practical review should include:

The statutory due dates should be checked for each half-year and should not be confused with the annual AOC-4/MGT-7 cycle.

15. CSR Compliance

Where Section 135 is applicable, annual compliance should include review of:

• CSR applicability
• CSR policy
• CSR committee requirements
• CSR expenditure
• Unspent CSR amount
• Ongoing projects
• Transfers to specified funds
• Impact assessment, where applicable
• CSR disclosures
• Board’s Report disclosures
• CSR-2 reporting.

The MCA has also highlighted that CSR is a Board-driven process and that CSR-2 is used for reporting CSR-related disclosures.

16. Related Party Transactions – Annual Review

Before closing the annual ROC compliance, the company should conduct a complete related-party review. The review should cover:

• Directors
• Relatives
• Group companies
• Holding company
• Subsidiaries
• Associates
• Common directors
• Entities controlled by directors
• Transactions with related parties.

17. Loans, Guarantees and Investments – Section 185/186 Review

This is another area where annual compliance review becomes important. The company should identify:

• Loans given
• Guarantees issued
• Security provided
• Investments made.

Then examine:

• Section 185
• Section 186
• Board approvals
• Special resolution, where applicable
• Limits
• Register of loans/investments
• Financial statement disclosure
• DPT-3 implications
• Related-party implications.

The MCA has also made recent changes in the regulatory framework concerning specified financing activities under Section 186, reinforcing the need to check the current law rather than relying on old compliance checklists.

18. Share Capital Reconciliation

One of the most important annual checks should be:

This should reconcile with:

• Balance Sheet
• MGT-7/MGT-7A
• MCA master data
• Register of Members
• PAS-3
• SH-7
• Share certificates
• Demat records, where applicable.

19. Charges – Annual Compliance Review

The company should also review its borrowings and security interests. Reconcile:

This is particularly important where:

• New loans were taken;
• Existing loans were repaid;
• Security was created;
• Security was modified;
• Charge satisfaction was completed.

20. The Most Important CA Exercise – Annual Reconciliation

The real value of a CA-led annual ROC review is not merely filing forms. It is identifying inconsistencies before filing.

I recommend the following reconciliation matrix:

21. GST vs ROC vs Income Tax – A New Compliance Risk

The annual ROC filing should no longer be viewed in isolation. For example:

This does not automatically mean there is a tax default. There could be legitimate reasons such as:

• Exempt supplies;
• Non-GST supplies;
• GST-inclusive amounts;
• Advances;
• Credit notes;
• Sale of fixed assets;
• Capital receipts;
• Timing differences;
• Reimbursements;
• Branch/stock transfers;
• Accounting treatment differences.

However, the difference should be identified, reconciled and documented.

This is particularly relevant as MCA21 V3 incorporates data analytics, compliance-management and early-warning capabilities.

22. Penalty and Additional Fees – Do Not Confuse the Two

One of the most misunderstood areas of ROC compliance is the difference between Additional filing fee and Statutory penalty.

For specified delayed filings, the additional fee framework can result in ₹100 per day per form of delay under the applicable fee rules.

Therefore: AOC-4 delayed by 20 days = additional fee calculated separately, and MGT-7 delayed by 20 days = additional fee calculated separately. The two defaults do not merge merely because they relate to the same financial year.

23. Statutory Penalty is a Separate Matter

A common misconception is: “I have paid the additional ROC fee, therefore there is no further consequence.” This is not necessarily correct.

Sections 92 and 137 contain separate statutory consequences for failure to comply with annual-return and financial-statement filing requirements.

The precise consequence depends on the nature and duration of the default and the applicable provision.

24. Director Disqualification – The Serious Consequence

Persistent non-filing can have consequences beyond monetary fees.

Therefore, annual ROC filing should be treated as a director-level compliance issue, not merely a company’s administrative obligation.

25. No Business Does Not Mean No ROC Compliance

One of the most common misconceptions among private companies is: “There was no business during the year, so ROC filing is not required.” That is incorrect.

A company may have nil turnover, no employees, no business activity, losses, no GST liability, no bank activity, and still have statutory annual filing obligations.

The absence of business activity does not by itself extinguish the company’s statutory obligations.

26. Small Company Does Not Mean No Compliance

The enhanced small-company threshold is a major relief, but it does not mean that a small company is exempt from all compliance.

Small companies may enjoy certain simplified requirements, including the use of MGT-7A, but they remain subject to the applicable provisions of the Companies Act.

27. OPC – Special Attention Required

An OPC has a different AGM framework because the provisions relating to AGM are not applied in the same manner as other companies.

Consequently, the AOC-4 timeline for an OPC should not simply be calculated using the ordinary “30 days from AGM” formula. The applicable statutory timeline for OPC financial statement filing should be separately considered.

Similarly, the OPC uses MGT-7A rather than the ordinary MGT-7 framework.

28. Annual Filing Checklist for a CA

A practical CA checklist may be divided into four stages.

Stage 1 – Before AGM

☐ Financial statements finalised

☐ Statutory audit completed

☐ Auditor’s Report signed

☐ Board’s Report prepared

☐ Related-party transactions reviewed

☐ CSR applicability checked

☐ Loans/guarantees/investments reviewed

☐ Share capital reconciled

☐ Directors/KMP verified

☐ Charges reviewed

☐ Statutory registers updated

☐ AGM notice reviewed

Stage 2 – AGM

☐ AGM notice properly issued

☐ Quorum verified

☐ Financial statements adopted

☐ Board’s Report considered

☐ Auditor-related matters completed

☐ Dividend, if applicable, approved

☐ Directors’ matters completed

☐ Minutes prepared

Stage 3 – After AGM

☐ ADT-1, where applicable

☐ AOC-4

☐ AOC-4 CFS, where applicable

☐ AOC-4 XBRL, where applicable

☐ MGT-7/MGT-7A

☐ MGT-8, where applicable

☐ Other event-based filings reviewed

Stage 4 – Periodic/Other Compliance Review

☐ DPT-3

☐ MSME-1

☐ DIR-3 KYC cycle checked

☐ CSR-2, where applicable

☐ PAS-6, where applicable

☐ Charge filings reviewed

☐ Share capital changes reviewed

☐ SBO compliance reviewed

☐ Related-party compliance reviewed

☐ Section 185/186 reviewed

☐ IEPF compliance reviewed, where applicable

29. 20 Questions Every CA Should Ask Before Signing Off Annual ROC Compliance

1. Is the company correctly classified as small/non-small?

2. Is MGT-7 or MGT-7A applicable?

3. Is XBRL applicable?

4. Is MGT-8 applicable?

5. Has the AGM been held within the prescribed time?

6. Has ADT-1 been filed correctly?

7. Does AOC-4 agree with the signed financial statements?

8. Does MGT-7 agree with the statutory registers?

9. Does share capital agree with MCA master data?

10. Have all director changes been reported through DIR-12?

11. Are all charges correctly reflected?

12. Is DPT-3 applicable?

13. Is MSME-1 applicable?

14. Is CSR applicable?

15. Are related-party transactions properly disclosed?

16. Have Section 185/186 transactions been reviewed?

17. Has SBO compliance been checked?

18. Is the director KYC actually due under the new three-year cycle?

19. Have all event-based forms been reviewed?

20. Do the ROC figures reconcile with GST, Income Tax and books?

30. The Emerging Concept – “One Company, Multiple Data Trails”

The future of corporate compliance is increasingly moving towards data consistency. A company’s information is now available across multiple regulatory databases:

Therefore, the risk is no longer limited to failure to file. There is another important risk:

Filing inconsistent information across different regulatory systems.

This makes the role of the practising CA even more important.

31. Conclusion

Annual ROC compliance should not be treated as a routine form-filing exercise.

AOC-4 and MGT-7/MGT-7A are not isolated forms. They represent the company’s financial position, ownership structure, management, governance and material corporate events for the relevant year.

The FY 2025-26 compliance cycle is particularly important because of the revised small-company thresholds and the fundamental change in director KYC from an annual to a three-year compliance cycle.

The correct professional approach should therefore be:

rather than:

For a company, the annual ROC filing should ideally be the final output of an annual corporate compliance review, not the starting point of one.

In an increasingly data-driven regulatory environment, the real question is no longer merely whether a company has filed its annual return.

The more important question is:

That is where professional scrutiny adds the greatest value.

Key Statutory References

Companies Act, 2013

• Section 2(85): Small Company
• Section 92: Annual Return
• Section 96: Annual General Meeting
• Section 134: Financial Statements and Board’s Report
• Section 135: Corporate Social Responsibility
• Section 137: Filing of Financial Statements
• Section 164: Disqualification of Directors
• Section 185: Loans to Directors
• Section 186: Loans and Investment by Company
• Section 188: Related Party Transactions

Rules

• Companies (Management and Administration) Rules, 2014
• Companies (Accounts) Rules, 2014
• Companies (Specification of Definitions Details) Rules, 2014
• Companies (Appointment and Qualification of Directors) Rules, 2014
• Companies (Registration Offices and Fees) Rules, 2014
• Companies (Filing of Documents and Forms in XBRL) Rules, 2015
• Companies (Acceptance of Deposits) Rules, 2014