RoC Annual Compliance

RoC Annual Compliance refers to the mandatory annual filings every company incorporated in India must make with the Registrar of Companies (RoC), operating under the Ministry of Corporate Affairs (MCA). The core obligations are two annual forms filed after the financial year end, alongside a mandatory statutory audit and an annual general meeting. Failure to comply triggers escalating per-day penalties and, after three consecutive years of non-filing, automatic director disqualification under the Companies Act 2013.

Who it applies to

• All private limited companies incorporated in India — regardless of revenue, operational status, or size
• One Person Companies (OPCs) — with simplified filing obligations
• Directors individually — Section 164(2) disqualification applies personally to every director on record, not just to the company

An inactive or pre-revenue startup is not exempt from annual filings. A company that incorporated, raised no revenue, and is currently dormant still must file AOC-4 and MGT-7 every year until it is formally struck off.

The annual compliance calendar

For a company with a 31 March financial year-end (the Indian standard):

• AGM: by 30 September
• AOC-4: by 30 October
• MGT-7: by 29 November

Event-driven filings

Beyond annual compliance, MCA requires filings for specific corporate events:

Every funding round closes with a share allotment — every allotment requires a PAS-3 within 30 days. Startups that close a round and defer PAS-3 accumulate daily penalties that surface in legal due diligence before the next round.

What most founders miss

Inactive companies are not exempt. A startup that incorporated, burned through pre-seed capital, and then went dormant still owes annual filings for every subsequent year until it is formally struck off. The MCA's simplified strike-off process (STK-2) is far cheaper than years of accumulated penalties — an active decision to close the company is the correct path for a startup that has ceased operations.

Director disqualification is triggered automatically after three years. Under Section 164(2), a director of a company that has not filed annual returns for three consecutive financial years is disqualified — barred from serving as director of any company for five years. The MCA runs periodic disqualification sweeps and publishes the lists. Many founders discover the disqualification only when trying to incorporate a new company and the system blocks their appointment.

PAS-3 for every allotment — including ESOP exercises. Every share allotment, whether from a VC round, an ESOP exercise, or a convertible note or SAFE conversion, requires a separate PAS-3 within 30 days. Companies that batch allotments and file late accumulate ₹100/day per delayed PAS-3. Across multiple rounds and ESOP exercises over several years, this is a meaningful penalty if deferred.

The statutory audit is mandatory from Year 1. Every private limited company must appoint a registered statutory auditor and have financial statements audited, including in the first year of incorporation with zero revenue. The audit fee is a fixed startup cost — budget for it from the first financial year, regardless of whether any business activity has occurred.

See also

• DPIIT Recognition — the MCA-issued incorporation certificate and CIN are required documents in the DPIIT recognition application
• CCPS (Compulsorily Convertible Preference Shares) — every CCPS allotment in a funding round requires a PAS-3 within 30 days of the allotment date
• TDS (Tax Deducted at Source) — alongside RoC annual filings, TDS quarterly returns form the core of a startup's year-round compliance calendar
• Advance Tax — income tax advance payments and RoC annual filing deadlines overlap in September; plan both together