Filing Annual Returns: A Beginner’s Guide

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Running a private limited company in Bangalore comes with non-negotiable compliance. Filing annual returns is a legal must-do for companies and LLPs in India, and getting it right helps avoid penalties, protect director status, and build investor confidence.

This beginner’s guide explains what annual returns are, who must file, key due dates, step-by-step filing, documents needed, common mistakes, penalties, and practical tips, tailored for early-stage and growing businesses.

What is an annual ROC return

Your annual return is the government’s report of your company for the year, shareholding, directors, meetings, and key corporate information paired with your audited financial statements. Together, they maintain corporate hygiene, reduce regulatory risk, and keep leadership clear of director-level disqualifications. Private companies and LLPs file these with ROC (Registrar of Companies) each year under the Companies Act, 2013.

Who must file

All Indian companies registered under the Companies Act—private limited, public, OPC, and small companies must file an annual return with the Registrar of Companies (ROC) each year in electronic form. LLPs have a parallel set of annual compliance but follow separate LLP forms and timelines.

The two core filings

1) Form AOC-4 (Financial Statements)
Covers your audited Balance Sheet, profit & loss, cash flows where applicable, Board’s report, and Auditor’s report; due within 30 days of the AGM.

2) Form MGT-7 or MGT-7A (Annual Return)

MGT-7: for all companies other than OPCs and small companies; due within 60 days of the AGM.

MGT-7A: A condensed annual return for OPCs and small companies (from FY 2020-21 onwards).

Add-ons most teams forget

ADT-1 (Auditor appointment/ratification): within 15 days of the AGM.
DIR-3 KYC (Director KYC): for every director with an active DIN, by 30 September each year (DINs get deactivated for non-filing; reactivation generally requires a ₹5,000 fee).
DPT-3 is a return of deposits that companies must file information about deposits and/or outstanding receipts of loan or money other than deposits.

OPC note: OPCs don’t hold an AGM but still file financials and annual returns AOC-4 within 180 days of FY end and MGT-7A by its standard timeline.

Penalties and risks of non-compliance

Late or missed filing invites monetary penalties and reputational damage, which can complicate fundraising and due diligence. Penalties of Rs.100 increase per form per day after due dates under MCA rules.

ROC can impose additional fees for late filings; delays quickly become expensive and waste precious runway.

Regular non-compliance risks director disqualification, company marking as “inactive,” or even strike-off in serious cases.

Annual return vs income tax and GST

The annual return to ROC is separate from tax and GST filings; each has unique forms, portals, and timelines. Mixing them up leads to missed deadlines.

Income Tax Return (ITR) is filed on the income-tax portal for AY 2025-26 based on FY 2024-25.

GST returns like GSTR-1 and GSTR-3B follow monthly/quarterly cycles and are independent of ROC filings; QRMP applies up to ₹5 crore turnover.

Special notes for founders

Founders often juggle multiple calendars, treat ROC due dates as board-level priorities and integrate them with audit timelines to avoid crunch. Investors and acquirers scrutinize clean compliance histories.

Run a compliance calendar: DPT-3 (June 30), DIR-3 KYC (September 30), AGM (by September 30), AOC-4 (30 days from AGM), MGT-7/MGT-7A (60 days from AGM)

Keep data hygiene: align cap table, board minutes, and filings to avoid mismatches that trigger queries or resubmissions.

Step-by-step: how to file on the MCA V3 portal

1) Prep work (2–3 months before AGM)

Finalise audited financials; get Board approval for AOC-4 contents.

Update cap table/shareholding changes, director/key managerial personnel data, meetings/attendance.

Gather DSCs of authorised signatories and ensure they’re valid.

2) Portal readiness

From 14 July 2025, annual filing forms are on MCA V3 (web-based forms with “My Application” tracking). If you previously used V2, note the migration.

3) Fill the right forms

AOC-4 (and where applicable AOC-4 XBRL/CFS/NBFC).

MGT-7 or MGT-7A (as applicable).

ADT-1 for Auditor’s appointment.

DIR-3 KYC for each director (by 30 Sept).

4) Attachments you’ll typically need

Audited financials; Board’s Report; Auditor’s Report (AOC-4).

Shareholder/debenture holder lists; meeting details (MGT-7/7A).

Supporting documents where required. (Portal gives precise attachment prompts while filing.)

5) New V3 season watchout (practitioner updates)
Several practitioner bulletins in July – Aug 2025.

Note: V3 asks for photographic proof of the registered office (with signage) and geo-tag details inside annual forms. Confirm inside your login and keep your signage compliant with Section 12.

6) Validate, e-sign, pay, track

Use the portal’s validation.

Affix DSCs.

Pay the computed fee; capture the SRN.

Track status in My Application and respond quickly to resubmission notes, if any

Practical Filing Checklist

Use this checklist during preparation and final review for each financial year’s annual return.

Confirm AGM date and ensure AOC-4 has been or will be filed within 30 days
Choose MGT-7 or MGT-7A correctly based on company classification and year’s status.
Validate directors’ DIN/DIR-3 KYC status and registered office details.
Reconcile authorized/paid-up capital, share transfers, and shareholder lists as of year-end.
Complete board/AGM minutes and attach required lists/annexures.
Pre-scrutiny, DSC application, upload, fee payment, and SRN archiving.

How annual return filing supports growth

Persistent compliance helps business benefit beyond avoiding fines; it builds credibility with banks, partners, and investors and smooths deal processes.

Clean ROC records reduce friction in due diligence, accelerates term sheet to close, and signals governance maturity.

Disciplined filings help leadership focus on growth while lowering the risk of unexpected legal interventions.

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FAQs

Is MGT-7 due date always November 29?

Typically yes, if the AGM is on September 30; the statutory rule is 60 days from AGM, so the exact date depends on the actual AGM date.

Do we have to file even if we had zero business this year?

Yes. All registered companies must file annual returns and financials irrespective of turnover or activity.

What’s the difference between annual return filing and income-tax filing?

They’re separate regimes: AOC-4/MGT-7/7A go to ROC under the Companies Act; ITR goes to the Income-tax Department under the Income-tax Act. Different portals, forms, and deadlines.

Do OPCs and small companies file a different form?

Yes, MGT-7A is the abridged annual return form for small companies and OPCs as per MCA guidance.

What if AGM is extended by ROC?

Compute the 60-day MGT-7/MGT-7A deadline from the extended AGM date and retain the extension approval for records.

Are annual returns the same as AOC-4?

No, AOC-4 is for financial statements within 30 days of AGM; annual returns in MGT-7/MGT-7A are due within 60 days of AGM. Both are mandatory where applicable.

Why professional help pays off

Compliance evolves, tools change, and deadlines shift, partnering with specialists like The Startup Zone reduces risk and saves time for product and sales. Experts keep calendars, reconcile disclosures, and manage queries proactively.

Professional support ensures accuracy across MCA, Income Tax, and GST tracks without duplication or gaps.

Founders benefit from dependable, end-to-end compliance execution that complements internal finance teams

Conclusion

The smartest approach to annual returns is simple: plan early, document everything, align AOC-4 and MGT-7/MGT-7A, and never miss statutory windows. Treat compliance as a growth enabler. Strong governance today increases funding and partnership opportunities tomorrow.

Bangalore-specific notes

Jurisdiction: Filings for companies registered in Karnataka go to ROC Karnataka (Bengaluru).

Office coordinates for physical correspondence/clarifications: ‘E’ Wing, 2nd Floor, Kendriya Sadana, Koramangala, Bengaluru-560034.

Write to roc.bangalore@mca.gov.in;

(Contact points can change; verify on the MCA site if you plan a visit.)

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