Company Annual Filing (AOC-4 and MGT-7) with the ROC
Company annual filing is the yearly return every company registered in India makes to the Registrar of Companies. It has two core pieces: the audited financial statements in Form AOC-4 and the annual return in Form MGT-7 or the abridged MGT-7A. Both are filed after the annual general meeting, and both are due regardless of whether the company traded, made a profit, or sat dormant all year.
The clock runs from your AGM date, not from 31 March. AOC-4 is due within 30 days of the AGM and the annual return within 60 days, so a company that holds its AGM in August has earlier deadlines than one that meets on 30 September. Late filing attracts a flat daily additional fee that has no upper cap, which is why a single forgotten year can cost many multiples of the filing itself.
This guide covers who must file, the form-by-form matrix and due dates, the documents your auditor and board need to produce, the step-by-step filing sequence on MCA V3, certification requirements, the additional-fee slabs, the separate penalties under Sections 92 and 137, and how to clean up a company that is several years behind.
Trichy’s education, manufacturing, and trading firms need GST returns, ROC calendars, and registered-office proofs suited to Tamil Nadu municipal and bank KYC norms. We support local MSME incorporations and plant-level GSTIN work.
What is company annual filing?
Company annual filing is the set of statutory returns a company files with the ROC each financial year to place its financial position and corporate particulars on the public record. It is not the same as your income tax return — MCA filing and the company income tax return (ITR-6) are separate obligations to separate authorities, with separate deadlines and separate penalties.
Two filings do the bulk of the work. AOC-4 carries the audited balance sheet, profit and loss account, notes, auditor’s report and board’s report. MGT-7 (or MGT-7A) carries the corporate particulars: shareholding pattern, changes in shareholding during the year, board composition, indebtedness, meetings held, and penalties or compounding during the year.
Everything filed becomes publicly viewable against your CIN. Banks, investors, large customers and tender authorities routinely pull a company’s MCA filing history, so a clean, on-time record is a commercial asset rather than a bureaucratic chore.
Which companies must file annual returns with the ROC?
Every company incorporated under the Companies Act files, without a turnover threshold and without an exemption for inactivity. That includes a company incorporated in February that had one month of existence in the financial year, and a company that never opened a bank account.
- Private limited companies, including those with no revenue in the year
- Public limited companies — see public limited company registration
- One Person Companies, which file the abridged annual return — see OPC compliance
- Section 8 companies and producer companies
- Wholly owned Indian subsidiaries of foreign parents
- Companies formally registered as dormant, which file the reduced dormant return instead
LLPs are outside this regime entirely. They file under the LLP Act — see LLP annual filing and LLP Form 11. A proprietorship or partnership firm has no ROC filing at all.
What forms make up a company’s annual filing?
Think of annual filing as a small cluster of forms triggered by the AGM, not a single submission. The table below shows the common set; the exact combination depends on your size, your audit type and whether you have subsidiaries.
| Form | What it carries | Statutory window | Who it applies to |
|---|---|---|---|
| AOC-4 | Audited financials, board’s report, auditor’s report | Within 30 days of the AGM | Companies not required to file in XBRL |
| AOC-4 XBRL | The same financials, tagged to the MCA taxonomy, plus a signed PDF set | Within 30 days of the AGM | Listed companies and those crossing the prescribed capital, turnover or Ind AS tests |
| AOC-4 CFS | Consolidated financial statements | Within 30 days of the AGM | Companies with a subsidiary, associate or joint venture |
| MGT-7 | Full annual return | Within 60 days of the AGM | Companies other than OPCs and small companies |
| MGT-7A | Abridged annual return | Within 60 days of the AGM | OPCs and small companies |
| ADT-1 | Auditor appointment or reappointment at the AGM | Within 15 days of the appointing meeting | Where an auditor is appointed at that AGM |
| MGT-14 | Special resolutions passed at the AGM | Within 30 days of the resolution | Only where a special resolution was passed |
Auditor appointment is handled separately in ADT-1. If your company carries outstanding loans or has received money that is not treated as a deposit, DPT-3 is an additional annual return with its own deadline.
What are the due dates for AOC-4 and MGT-7?
Both deadlines are counted from the actual date of the AGM. AOC-4 is due within 30 days of the AGM under Section 137; the annual return is due within 60 days under Section 92. A company whose AGM falls on 12 September does not get to use 30 October — its AOC-4 deadline moves forward with the meeting.
For a 31 March financial year end where the AGM is held on the last permissible day of 30 September, the two dates land at the end of October and the end of November respectively. Holding the AGM early is good governance but it shortens your filing runway, so agree the AGM date and the filing dates in the same board meeting.
MCA occasionally notifies extensions or relaxations for a particular year or a particular form. Treat the statutory dates as binding and check the portal for any live circular rather than assuming relief exists.
When must a company hold its AGM?
A company must hold its annual general meeting within six months of the close of the financial year, and no more than fifteen months may pass between two AGMs. A newly incorporated company gets a longer first window — its first AGM must be held within nine months of the close of its first financial year, and it does not need an AGM in the year of incorporation.
The AGM notice must go out 21 clear days in advance, with the audited accounts, board’s report and auditor’s report annexed. A shorter notice is possible only with the consent of the prescribed majority of members. One Person Companies are not required to hold an AGM at all; the resolution is entered in the minutes book by the sole member.
If the AGM cannot be held in time, the ROC can extend the period on application for special reasons. An extension is discretionary, must be applied for before the deadline passes, and is not available for the first AGM.
What is the difference between MGT-7 and MGT-7A?
MGT-7A is the abridged annual return available to One Person Companies and small companies. It asks for fewer disclosures — it drops several of the governance and remuneration tables that MGT-7 requires — but it carries the same 60-day deadline and the same daily additional fee for delay.
Whether you are a small company is tested against the prescribed paid-up capital and turnover limits in the definition, and those limits have been revised upward more than once. Just as important, a holding company, a subsidiary, a Section 8 company and a company governed by a special Act cannot claim small-company status however modest their numbers are. Confirm your classification against the current definition each year before choosing the form.
When is AOC-4 XBRL required instead of AOC-4?
XBRL filing means tagging every figure in the financial statements to the MCA taxonomy rather than uploading a PDF. It applies to listed companies and their Indian subsidiaries, to companies crossing the prescribed paid-up capital or turnover thresholds, and to companies that prepare accounts under Ind AS.
Two practical points catch companies out. First, XBRL is sticky — once a company has filed in XBRL it continues to file in XBRL in later years even if it drops below the threshold. Second, since the 2025 amendment to the XBRL rules, a company filing AOC-4 XBRL must also attach the signed PDF set of financial statements, board’s report and auditor’s report alongside the tagged instance document.
Tagging cannot begin until the accounts are final, and the validation tool rejects inconsistent tagging without much explanation. If XBRL applies to you, treat it as the step with the least slack and start it the day after the AGM.
What documents are required for company annual filing?
- Audited balance sheet, profit and loss statement, cash flow statement where applicable, and notes to accounts
- Auditor’s report, with the CARO annexure where that reporting applies
- Board’s report signed under Section 134, including the required disclosures and annexures
- Notice of the AGM with the explanatory statement
- Minutes of the AGM recording adoption of the accounts
- Form AOC-1 where the company has subsidiaries, associates or joint ventures
- List of shareholders and transfers during the year, for the MGT-7 shareholding tables
- Register of directors and KMP, with dates of every change during the year
- Details of board and committee meetings held, with attendance
- Details of loans, guarantees, investments and related party transactions
- CSR report where Section 135 applies
- MGT-8 certificate from a practising company secretary where the threshold is crossed
Clean bookkeeping through the year is what makes this pack quick to assemble. Companies that reconstruct books in September are the ones that miss the AGM window.
How to file company annual returns step by step?
- 1.Close the books and hand the trial balance and schedules to the statutory auditor
- 2.Complete the statutory audit and obtain the signed auditor’s report
- 3.Draft the board’s report with all statutory disclosures and annexures
- 4.Hold the board meeting to approve the accounts and the board’s report and to call the AGM
- 5.Issue the AGM notice with 21 clear days’ notice and the annexed accounts
- 6.Hold the AGM, adopt the accounts and pass the auditor and any other resolutions
- 7.File ADT-1 within 15 days if an auditor was appointed or reappointed at that meeting
- 8.Prepare the XBRL instance document and validate it, where XBRL applies
- 9.File AOC-4, AOC-4 CFS or AOC-4 XBRL within 30 days of the AGM with the DSC of an authorised director and the certifying professional
- 10.Compile the annual return data and obtain MGT-8 certification where required
- 11.File MGT-7 or MGT-7A within 60 days of the AGM
- 12.File MGT-14 within 30 days for any special resolution passed at the meeting
- 13.Save the challans and SRNs, publish the annual return web-link on the company website if you have one, and update the statutory registers
Who must certify the annual return in MGT-8?
Section 92 requires the annual return of a listed company, or of a company crossing the prescribed paid-up capital or turnover limits, to be certified by a company secretary in practice in Form MGT-8. The certificate is a compliance opinion across a list of specified areas, not a formality.
On MCA V3 the MGT-8 content was folded into MGT-7 as an embedded, non-editable section, which removed the practitioner’s ability to record qualifications inside the form. ICSI has flagged this and advises members to continue issuing a separate MGT-8 certificate with a UDIN and attach it as an optional attachment pending clarification from MCA. Where the threshold applies to you, ask your certifying professional which route they are taking this year.
What is the additional fee for late annual filing?
Late MCA filing attracts an additional fee under Section 403 on top of the normal filing fee. For the annual filing forms this is a flat daily charge that runs per form, from the day after the due date, with no upper cap and no grace period. The illustration below assumes the current flat rate of ₹100 per day per form and is indicative only — the fee rules can be amended, so we confirm the live figure on the portal before filing.
| Days late | One form (indicative) | AOC-4 and MGT-7 together (indicative) |
|---|---|---|
| 30 days | ₹3,000 | ₹6,000 |
| 90 days | ₹9,000 | ₹18,000 |
| 180 days | ₹18,000 | ₹36,000 |
| 1 year | ₹36,500 | ₹73,000 |
| 3 years | ₹1,09,500 | ₹2,19,000 |
Two points matter more than the arithmetic. The fee is per form, so being late on both AOC-4 and MGT-7 doubles the daily rate. And because there is no ceiling, the exposure grows every single day the filing is pending — there is no point at which waiting becomes cheaper. The normal filing fee itself is slabbed by share capital and is a small amount by comparison.
MCA has from time to time notified time-bound settlement schemes that reduce the additional fee for pending annual filings. These windows open and close by circular — see CCFS scheme company compliance — and you should never plan on one being available.
What are the penalties for not filing AOC-4 and MGT-7?
The additional fee is a fee, not a penalty. Separate penalty provisions sit behind it and are levied through adjudication by the ROC. Section 137 covers failure to file financial statements and Section 92 covers failure to file the annual return, each imposing a base amount on the company plus a continuing daily amount, subject to prescribed caps, and a separate liability on every officer in default.
- Adjudication penalties on the company and on each officer in default, in addition to the additional fee already paid
- A reduced penalty for small companies, OPCs and recognised startups where Section 446B applies
- Director disqualification exposure where a company defaults on filings for a continuous period
- ROC strike-off action against companies that show no filings and no activity
- Practical consequences — banks decline credit, investors stall diligence, and buyers discount the valuation
The published adjudication orders make the pattern clear: default is usually admitted, the delay is counted in days, and the penalty is mechanical. There is no "we were small and inactive" defence.
What other filings run alongside the annual return?
- 1.Company income tax return in ITR-6 for the same financial year
- 2.DIR-3 KYC for every director holding a DIN, on its own cycle
- 3.DPT-3 where the company has outstanding loans or receipts of money
- 4.MSME-1 half-yearly return where payments to micro and small suppliers are overdue
- 5.PAS-6 half-yearly reconciliation where the company is inside the demat mandate
- 6.FLA return and FDI reporting to RBI where there is foreign shareholding
- 7.GST returns and TDS returns on their own periodic cycles
Each of these has its own deadline and its own penalty. A single compliance calendar covering MCA, income tax, GST and RBI is the cheapest control a small company can put in place.
What if a company has not filed for several years?
Backlogs are recoverable but they have to be worked in order. Each pending year needs its own audit, its own AGM record, and its own set of filings — you cannot file three years in one form. The oldest year is filed first so that the opening balances and shareholding carry forward correctly.
Common blockers show up early: a deactivated DIN that stops every signature until it is restored through DIN reactivation, an auditor who resigned without an ADT-3, or a company already marked for strike-off. Where the company is genuinely not going to trade again, a formal route — dormant company status or a clean winding up — is usually cheaper than letting the daily fee run.
If you are behind, start with a diagnostic: which years are open, which DINs are active, whether the auditor’s appointment is on record, and what the current additional fee exposure is. Book an online CA consultation and we will map the sequence before anything is filed.
What is changing in MCA annual filing?
The annual filing forms moved to the MCA V3 webform interface, which changed how data is entered, how professionals certify, and how attachments are handled. The MGT-8 integration described above is one live consequence of that migration.
Separately, MCA has published draft Companies (Incorporation) Amendment Rules, 2026 that would consolidate a number of legacy change and conversion forms into two comprehensive filings, and has run a consultation on rationalising the wider filing framework across the corporate lifecycle. These are draft proposals and a concept note — not notified law — and they do not currently touch AOC-4 or MGT-7. Annual filings continue on the existing forms until a notification appears in the Official Gazette.
Why choose Arjun Filings for company annual filing?
Arjun Filings runs company annual filing as a checklist-first engagement: a qualified CA or CS scopes the work, tells you exactly which documents are needed, and reviews every form before it is signed and submitted. You get a named specialist, a status update at each stage, and a compliance calendar for whatever comes next.
- Specialist support for company annual filing
- Due-date calendar and penalty awareness
- Form review before DSC signing
- Status updates until acknowledgement