Annual ROC Filing: AOC-4 and MGT-7

TL;DR

Filing windows, late fees, and how to handle a missed financial year without losing the company.

Every private limited company in India must file annual documents with the Registrar of Companies (ROC) — the financial statements (AOC-4) and an annual return (MGT-7). These are mandatory even for dormant or inactive companies. Failure to file within the deadline results in escalating late fees, and if annual filings are missed for consecutive years, the ROC can strike off the company’s name — meaning the company ceases to exist.

This guide covers the process, deadlines, costs, and what to do if you have missed filings.

What Are AOC-4 and MGT-7

AOC-4 (Financial Statements): Form AOC-4 is the filing of your company’s financial statements — the Balance Sheet, Profit and Loss Account, Cash Flow Statement, and Notes to Accounts — with the ROC. It is essentially the same as the audited financial statements that shareholders receive at the AGM.

MGT-7 (Annual Return): Form MGT-7 is the annual return — a summary of the company’s status at the end of the financial year. It includes details of directors, shareholders, share capital, meetings held, and remuneration paid to directors and key managerial personnel.

Due Dates

For Both AOC-4 and MGT-7:

The filing deadline is calculated from the AGM date:

• AOC-4: Within 30 days of the AGM
• MGT-7: Within 60 days of the AGM

Since the AGM must be held within 6 months of the financial year end (i.e., by September 30 for a March 31 year-end):

• AOC-4: Due by October 30 (30 days after September 30)
• MGT-7: Due by November 30 (60 days after September 30)

For companies that do not hold an AGM: If the company cannot hold an AGM due to any reason, the financials can be filed with the ROC within 30 days of the date on which the AGM should have been held. This requires an application to the ROC with reasons for not holding the AGM.

Late Filing Fees

The late filing fees are significant and escalate quickly:

AOC-4 Late Fee: ₹100 per day of delay (₹50 per day under the Companies (Amendment) Act 2020 for certain company categories) — with no upper cap. For a 60-day delay, the fee is ₹6,000. For a 180-day delay, the fee is ₹18,000.

MGT-7 Late Fee: ₹100 per day of delay — with no upper cap.

Additional Fees for Delayed Filing: The MCA portal calculates the exact late fee based on the number of days of delay. The fee doubles if both forms are filed late.

For Small Companies and One Person Companies: Small companies (turnover below ₹50 crore and paid-up capital below ₹5 crore) and OPCs get a reduced late fee of ₹50 per day instead of ₹100 per day.

The AGM Process — Step by Step

Step 1 — Appoint the Auditor

At the previous AGM (or at this AGM if the appointment is due), appoint the Chartered Accountant or firm as the statutory auditor for the current financial year. The appointment must be approved by shareholders in the AGM.

Step 2 — Hold the AGM

Convene and hold the Annual General Meeting within 6 months of the financial year end. The notice for the AGM must be sent to all members at least 21 clear days before the meeting.

Matters to be transacted at the AGM:

• Consider and adopt the audited financial statements and reports of the Board and Auditors
• Declare dividend (if declared by the Board)
• Appoint directors (if any director’s period of office is liable to determination by retirement by rotation)
• Appoint the auditor (if the appointment is due)

Step 3 — File Financial Statements (AOC-4)

After the AGM, file the financial statements on the MCA portal using Form AOC-4. The form must be digitally signed by:

• The Managing Director or Director
• The Chief Financial Officer (if appointed)
• The Company Secretary (if appointed)

Attachments to AOC-4:

• Financial Statements (Balance Sheet, P&L, Cash Flow, Notes)
• Directors’ Report
• Auditors’ Report
• Annual Return Extract (MGT-7Extract, part of MGT-7 filing)

Step 4 — File Annual Return (MGT-7)

MGT-7 is filed within 60 days of the AGM. The form captures:

• Registered office address
• Business activities
• Directors’ details (DIN, name, date of appointment, cessation)
• Shareholding pattern
• Debenture holders (if any)
• Remuneration paid to directors and key managerial personnel
• General meetings held during the year
• Details of transfers of shares during the year
• Penalties imposed on the company during the year

MGT-7 is filed on the MCA portal and digitally signed by the Company Secretary or Director.

XBRL Filing Requirements

Certain companies must file financial statements in XBRL (eXtensible Business Reporting Language) format:

XBRL Filing is Mandatory For:

• All listed companies
• Companies with paid-up capital above ₹5 crore
• Companies with turnover above ₹100 crore
• All banking and insurance companies

How XBRL Works: XBRL is a machine-readable format that allows the ROC to process financial data digitally. Companies must use the MCA’s XBRL filing software to convert their financial statements into XBRL format before uploading.

MCA Fees for XBRL: XBRL filing attracts additional MCA fees based on the company’s authorized capital.

If You Have Missed a Financial Year

It is possible to file overdue AOC-4 and MGT-7 for previous years — but the late fee applies for each year of delay.

How to File Overdue Forms:

1. Log in to MCA Portal
2. Navigate to MCA Services → Company Registration → Annual Filing
3. Select the relevant form (AOC-4 or MGT-7) for the overdue year
4. Fill in the details as of the relevant financial year’s end date
5. Pay the late fees (calculated by the portal based on days of delay)
6. Submit and e-verify

The MCA portal accepts back-dated filings. There is no restriction on filing for previous years — you can file AOC-4 and MGT-7 for FY 2022-23 even in FY 2025-26, but the late fee will be calculated from the original due date.

Company Strike-Off and Restoration

If a company fails to file annual returns and financial statements for two consecutive financial years, the ROC can strike off the company’s name from the Register of Companies under Section 248 of the Companies Act.

What Strike-Off Means:

• The company ceases to exist as a legal entity
• Its assets vest in the state
• Directors and shareholders are not personally liable for the company’s debts (but creditors can apply for restoration)
• All bank accounts are frozen

Restoration Process: If your company has been struck off, you can apply to the ROC or NCLT (National Company Law Tribunal) for restoration:

1. ROC Restoration: If the company was struck off because of annual filing defaults, file an application to the ROC with the ROC. This is faster and cheaper.
2. NCLT Restoration: If ROC restoration is not available or fails, file an application with NCLT under Section 252. This is more expensive and takes longer (6-12 months).

Timeline for NCLT Restoration:

• NCLT hears the application
• ROC and NCLT do not automatically object if the company had no assets and liabilities
• On NCLT approval, the ROC restores the company’s name to the Register
• The company then files all overdue annual returns

What Happens to Directors After Strike-Off

Directors of a struck-off company face:

• Disqualification: Directors of a struck-off company are disqualified from being directors of any company for 5 years from the date of strike-off under Section 164(2)(a) of the Companies Act
• Difficulty in company formation: A disqualified director cannot be appointed as a director or promoter of a new company for 5 years

How to Avoid Disqualification: File all overdue annual returns before the company is struck off. If the company has missed one year of filings, file immediately before the ROC initiates strike-off proceedings. The ROC typically sends notices and gives 30 days to rectify before striking off.

Practical Checklist for Annual Filing

1. January-March: Begin preparation of financial statements for the current financial year
2. April-May: Audit of financial statements completed
3. May-June: Board meeting to approve financial statements and fix AGM date
4. June-September: Hold AGM before September 30
5. Within 30 days of AGM: File AOC-4 (financial statements)
6. Within 60 days of AGM: File MGT-7 (annual return)
7. December: Verify that both filings are acknowledged on MCA portal
8. February-March: Begin preparation for the next year’s filings

Common Mistakes

• Holding AGM after September 30: The AGM must be held by September 30 for a March 31 year-end. Holding a late AGM and then filing late does not excuse the late filing fees.
• Not filing MGT-7 for companies with no activity: Even dormant companies (companies with no operations) must file MGT-7. File a nil annual return if there are no changes during the year.
• Incorrect shareholding pattern in MGT-7: Ensure the shareholding pattern exactly matches the register of members.
• Missing director DIN KYC: Before filing MGT-7, ensure all directors have valid DINs (DIR-3 KYC filed and approved).
• Not filing AOC-4 for inactive companies: Even companies that have not transacted business must file financial statements.

Related guides

• Income Tax Notice Response: Section 143(1), 148 & 245 — when late AOC-4 / MGT-7 filings trigger a Section 143(1) demand or Section 148 enquiry on the company’s books.
• Director Addition / Removal (DIR-12) — companion filing when a director change happens alongside the AGM cycle.