Skip to content

Services

Annual ROC Filings & Secretarial Compliance

Turnkey MCA retainer for Private Limited Companies — annual ROC returns, Director KYC, and event-triggered filings managed to deadline so your entity stays Active and Directors' DINs never deactivate.

What you get

Outcomes

  • Zero ₹100/day late filing penalties — AOC-4 and MGT-7 submitted before every statutory deadline
  • Directors' DINs remain active year-round — DIR-3 KYC filed before the September 30th cutoff without exception
  • MCA entity status restored to 'Active/Compliant' within 30 days when inheriting a backlog from a previous practitioner
  • Event filings — director changes, share transfers, capital increases — executed inside statutory windows to prevent ROC show-cause notices
  • Nil-return compliance maintained in zero-transaction years, eliminating the most common cause of accidental default
  • Fixed annual retainer covers the complete statutory calendar — no per-form billing, no surprise invoices mid-year

The Ministry of Corporate Affairs runs on a fixed calendar, and it does not issue reminders. A Private Limited Company that misses Form AOC-4 by a single day begins accruing a ₹100 penalty — every day, compounding, until the form is filed. Most compliance failures at this level are not failures of intent. They are failures of bandwidth: the founders are running the business; the ROC portal gets scheduled for later, and later becomes November, and November becomes a penalty notice.

Our ROC retainer is a managed calendar, not a response service. We own every due date — annual returns, Director KYC, board meeting records, and event-triggered filings — and file them before the deadline, not after the penalty has started. The engagement is fixed-fee, billed annually, and covers the full statutory scope so there are no per-form invoices when a Director resigns, a share transfer needs processing, or the registered office moves.

FormCoverageDeadlineLate penalty
DIR-3 KYCAnnual Director identity verificationSeptember 30₹5,000 reactivation fee; DIN deactivated immediately
Form AOC-4Financial statements filed with ROC30 days after AGM₹100 per day
Form MGT-7/7AAnnual return — shareholders, directors, capital60 days after AGM₹100 per day
INC-20ABusiness commencement certificate180 days from incorporation₹50,000 + ₹1,000/day per Director

Penalty exposure

What non-compliance costs

AOC-4 and MGT-7 late fee

₹100/day

Accrues from Day 1 of default. No grace period, no notice required before the clock starts.

DIN reactivation fee

₹5,000

After a missed DIR-3 KYC: all filings requiring that Director's DSC stop until reactivated.

INC-20A default

₹50,000

Plus ₹1,000 per day per Director — the most under-disclosed penalty in new incorporations.

Why the retainer model works

Managed calendar vs. reactive compliance

The reactive approach

Filing when reminded

  • Due dates tracked in a shared spreadsheet — or not tracked at all
  • Penalty discovered when the MCA portal blocks the next filing attempt
  • DIR-3 KYC missed because September 30th falls during a product launch or fundraise
  • Event filings delayed 60–90 days while the previous CA is tracked down
  • Each form billed separately — the annual compliance cost is never known in advance

Our retainer

Deadline-first, fixed-fee management

  • Every due date in a tracked calendar, mapped to the responsible signatory and DSC holder
  • DIR-3 KYC filed first week of September — the deadline never approaches unnoticed
  • Event filings initiated the same week the change is confirmed, not the same month
  • One annual fixed fee covers the complete statutory calendar — AGM, returns, KYC, and events
  • Prior-year backlogs cleared through secretarial audit and MCA condonation petitions

Annual statutory obligations

The four filings every Private Limited Company must make

These are not optional, and they are not waived for companies with no activity. Each has a hard deadline derived from your AGM date and its own DSC requirements.

Form AOC-4 — Financial Statements

Your balance sheet and P&L filed with the ROC within 30 days of the AGM. For companies above the turnover threshold, XBRL-tagged submission is required. We prepare the financial statements, apply XBRL tagging where required, and file — with acknowledgement confirmation returned to you the same day.

Form MGT-7/7A — Annual Return

A complete statement of shareholders, directors, and capital structure, due within 60 days of the AGM. MGT-7A applies to small companies and OPCs; MGT-7 applies to all others. Late penalty of ₹100 per day applies per form — the two forms together can compound quickly if both slip.

DIR-3 KYC Web — Director Verification

Every individual holding a Director Identification Number must verify their identity annually before September 30th. A missed deadline deactivates the DIN immediately — stopping every MCA filing that requires that Director’s digital signature until a ₹5,000 reactivation fee is paid and processed.

Annual General Meeting

The first AGM must be held within 9 months of the first financial year-end; subsequent AGMs within 6 months. We draft the notice, agenda, attendance register, and minutes three weeks before the meeting date — so the board signs a complete, legally compliant record, not a retrospective one.

The ₹100/day penalty is not the real cost of a missed AOC-4. The real cost is a DIN deactivation that halts a funding round at term sheet stage.

CA Pardeep Jha · Founding Partner

Event-based secretarial support

Annual returns cover the recurring calendar. But the life of a growing company generates changes — new Directors, new investors, registered office moves, shareholder exits — each of which has its own 30-day filing window and its own default penalty. These are included in the retainer as events occur, with no additional per-form billing.

Event-triggered filings

Changes that require an MCA form within 30 days

Director changes

Appointment or resignation of a Director filed via Form DIR-12 within 30 days. We draft the board resolution, obtain the consent-to-act and DIR-2, and manage DSC submission and MCA acknowledgement end to end.

Capital alteration

Increasing authorized capital (Form SH-7) or allotting new shares for a funding round (Form PAS-3) — from board resolution to share certificates and updated MCA records. Common at Seed, Series A, and convertible note conversions.

Registered office change

Within-city shifts via Form INC-22 within 30 days. Interstate changes require additional steps through the Regional Director — we map the process and manage the queue so the effective date matches your operational move.

Share transfers

Stamped SH-4 transfer deeds, updated register of members, and DIR-12 where the transferee also joins as a Director. Common at incorporation, investor entry, and founder exit — each instance creates a paper trail the next investor or auditor will scrutinize.

Dormant company status

Companies inactive for two consecutive financial years can apply for dormant status via Form MSC-1, reducing the annual compliance load to a single annual return until operations resume. We assess eligibility and manage the application.

Voluntary strike-off

Legally dissolving an inactive entity via Form STK-2 stops the annual compliance clock permanently. We verify eligibility (no outstanding liabilities, active litigation, or unresolved ROC notices), file the application, and follow up until the closure gazette notification is confirmed.

Methodology

How we work

  1. Compliance diagnostic

    We pull your MCA master data, map outstanding or unfiled forms, and calculate exact late fees and penalty exposure. Output is a written status report with a clear remediation plan — before any retainer engagement begins.

  2. Retainer charter

    We map your complete annual statutory calendar — AGM date, AOC-4, MGT-7, DIR-3 KYC, and any known event triggers — and issue a fixed-fee engagement letter. The fee is agreed in writing before the first filing leaves our office.

  3. Annual filing execution

    AOC-4, MGT-7/7A, and DIR-3 KYC are filed inside their respective statutory windows. AGM notice, board minutes, and shareholder resolutions are drafted three weeks before the meeting date — never assembled on the morning of.

  4. Event-based support

    Director changes, capital alterations, registered office moves, and share transfers are initiated the same week the event occurs. You inform us of the change; we manage the entire ROC workflow from resolution to MCA acknowledgement.

  5. Year-end handover

    Updated statutory registers, a signed compliance sign-off memo, and next year's deadline calendar are delivered within two weeks of your financial year close — ready for your statutory auditor.

Scope

What's included

  • Annual statutory calendar mapping every MCA due date to the responsible signatory and DSC holder
  • Form AOC-4 — financial statements filing within 30 days of AGM
  • Form MGT-7/7A — annual return filing within 60 days of AGM
  • DIR-3 KYC Web — annual DIN verification for all Directors before September 30th
  • AGM notice, agenda, board minutes, and shareholder resolutions — drafted and executed
  • INC-20A business commencement certificate for newly incorporated companies (within 180 days)
  • Form DIR-12 — Director appointment and resignation filings
  • Form SH-7 / PAS-3 — authorized capital increase and share allotment for funding rounds
  • Form INC-22 — registered office change within city or across state lines
  • Form STK-2 — voluntary strike-off and company closure for dormant entities
  • Condonation of delay petitions and MCA status restoration for companies with accumulated defaults
  • Year-end secretarial compliance sign-off memo with updated statutory registers

Common questions

Frequently asked

My company had zero transactions this year. Do I still need to file AOC-4 and MGT-7?
Yes — this is the most common trap for early-stage founders. The MCA requires nil returns to be filed even when the company had zero revenue or expenses. The ₹100/day penalty accrues from the first day of default, not from the date you first receive a notice. Failing to file nil returns is also one of the signals the ROC uses when scanning for inactive companies to strike off. We file nil returns as a standard part of the annual retainer at no additional charge.
What happens if we fail to hold the AGM on time?
The first AGM must be held within 9 months of the first financial year-end. All subsequent AGMs must be held within 6 months. Missing the AGM exposes the company to a fine of up to ₹1,00,000, plus ₹5,000 per day of continuing default — applicable to both the company and every officer in default, personally. We confirm your AGM date three weeks in advance, draft the notice and resolutions, and ensure the meeting is properly documented before the deadline approaches.
Can you take over compliance if our previous CA or company secretary left things in a mess?
Yes. We start with a full secretarial audit: pull your MCA master data, map every outstanding form, calculate exact late fees (compoundable and non-compoundable separately), and prepare a remediation plan. Where condonation of delay is available under Section 460, we file the petition on your behalf. The goal is 'Active/Compliant' status on the MCA portal before the next filing season — with a clean slate and a managed calendar going forward.
What kinds of company changes trigger an event-based filing?
Any change to the directors (appointment, resignation, or address change) requires Form DIR-12 within 30 days. A change in authorized or paid-up capital requires Forms SH-7 and PAS-3. A registered office shift within the same city requires Form INC-22 within 30 days; an inter-state shift involves additional Regional Director steps. Share transfers use Form SH-4 with a stamped transfer deed. Each has its own penalty schedule — and the 30-day window moves faster than most founders expect when they are mid-transaction.
What happens if a Director's DIN is deactivated for missing DIR-3 KYC?
A deactivated DIN halts every MCA filing that requires that Director's digital signature — AOC-4, MGT-7, and any event-based form stop until reactivation. Reactivation requires filing DIR-3 KYC with a ₹5,000 late fee, and the process typically takes 3–5 working days. The more acute risk is operational: a Director with a deactivated DIN cannot sign resolutions filed with the MCA, which can stall funding rounds, bank mandate changes, and contract signings mid-process. DIR-3 KYC is due September 30th; we file it in the first week of September without exception.

Next step

Ready to begin?

Book a 30-minute discovery call. We'll scope the engagement, confirm deliverables, and give you a fixed-fee proposal within 48 hours.