Once your company is incorporated under the Companies Act, 2013, it owes the Registrar of Companies (ROC) a fixed rhythm of yearly compliance, whether or not you have started earning revenue. Missing these filings is one of the most common and most expensive mistakes first-time founders make, because the penalties accrue daily and never expire. This lesson walks you through the annual cycle so you can plan it into your calendar rather than discover it during a due diligence.
Board meetings: Section 173
Governance starts at the board table. Your first board meeting must be held within 30 days of the date of incorporation. After that, a company must hold at least four board meetings every year, and the gap between two consecutive meetings must not exceed 120 days. Each meeting needs at least seven days' written notice to every director, and participation can be in person or by video conferencing.
One Person Companies (OPCs), small companies, and dormant companies get relief: they only need one board meeting in each half of the calendar year, provided the gap between the two is not less than 90 days. A small company is a private company with paid-up capital not exceeding Rs. 4 crore and turnover not exceeding Rs. 40 crore (as revised on 15 September 2022).
The Annual General Meeting: Section 96
Every company except an OPC must hold an Annual General Meeting (AGM) of its shareholders. The first AGM must be held within nine months of the end of the first financial year, and no extension is available for it. Every subsequent AGM must be held within six months of the financial year end and within 15 months of the previous AGM, whichever is earlier. For the usual 31 March year end, this means your AGM is generally due by 30 September. If genuine reasons prevent you, you can seek an extension of up to three months from the ROC in Form GNL-1 (not available for the first AGM).
AOC-4 and MGT-7: the two annual filings
Two forms follow the AGM, and their clocks start from the AGM date.
- AOC-4 (Section 137) files your audited financial statements. It is due within 30 days of the AGM.
- MGT-7 (Section 92) is your annual return, capturing shareholding, directors, and changes during the year. It is due within 60 days of the AGM. OPCs and small companies file the shorter MGT-7A instead, applicable from FY 2020-21 onwards.
For a 31 March year end with a 30 September AGM, AOC-4 typically falls due around 30 October and MGT-7 around 29 November. Because an OPC holds no AGM, its AOC-4 runs on a different clock and is due within 180 days of the financial year end. File your forms even if the company was dormant or made no revenue.
Director KYC: DIR-3 KYC
Separately from the company filings, every individual holding a Director Identification Number (DIN) must complete DIR-3 KYC each year by 30 September. There is no government fee if you file on time. Miss the date and your DIN is deactivated, you cannot sign filings or act as a director until you reactivate it, and reactivation costs a flat Rs. 5,000.
Penalties for delay
The cost of lateness is deliberately steep and compounding.
- AOC-4 and MGT-7: an additional fee of Rs. 100 per day, per form, with no upper limit. Since both are late together, that is effectively Rs. 200 per day.
- Section 92(5) penalty for annual return default: Rs. 10,000 on the company and on each officer in default, plus Rs. 100 per day of continuing failure, capped at Rs. 2,00,000 for the company and Rs. 50,000 for the officer.
- Board meeting notice failure: a penalty of Rs. 25,000 on the officer responsible.
The practical takeaway: block your AGM, AOC-4, MGT-7, and DIR-3 KYC dates in your calendar at the start of each financial year, keep your board meetings spaced within the 120-day limit, and treat these as non-negotiable even in a zero-revenue year. Timely filing is far cheaper than the daily fees and the "defaulting" tag that scares off investors and lenders.