Company Annual Filing (AOC-4 & MGT-7) — documents, process and timeline

Every company registered in India files an annual set with the Registrar of Companies, whether or not it traded, whether or not it made a profit, and whether or not it has a bank account with anything in it. The two principal forms are AOC-4, which carries the financial statements, and MGT-7 or the abridged MGT-7A, which carries the annual return.

The deadlines hang off the annual general meeting rather than off a fixed date. The AGM must be held within six months of the financial year end — so by 30 September for a year ending 31 March — and within fifteen months of the previous one. AOC-4 is then due within thirty days of the AGM and MGT-7 within sixty. A company that holds its AGM on 30 September therefore files AOC-4 by 30 October and MGT-7 by 29 November.

Before any of that, the accounts have to exist and be audited. A statutory audit is compulsory for every company from its first financial year regardless of turnover, which is a real difference from an LLP, where audit only bites above ₹40 lakh turnover. The auditor must have been appointed and ADT-1 filed; without an auditor on record the accounts cannot be signed off and the whole sequence stalls.

The penalty structure is what makes this worth taking seriously. Late filing costs ₹100 per day per form, with no upper cap. That is not a typographical simplification — there is genuinely no ceiling, so a company two years behind on both forms owes roughly ₹1.4 lakh in additional fees before anybody has looked at whether the accounts are right.

Beyond the money, section 164(2) disqualifies every director of a company that has failed to file financial statements or annual returns for three consecutive years. Disqualification runs five years and attaches to the person, not the company — so it also bars them from being a director of any other company, including ones that are perfectly compliant. Directors regularly discover this when a filing for an unrelated business is rejected.

The filing is also more than the two headline forms. DIR-3 KYC is due for every director by 30 September, and a deactivated DIN blocks the company's own filings because there is nobody left who can sign them. Where the company has taken any loan or advance, DPT-3 is due by 30 June. Where it buys from micro and small enterprises, MSME-1 is due half-yearly. And the statutory registers and board minutes have to exist, because they are the first thing examined in any diligence.

We treat it as one annual cycle rather than a set of separate filings — accounts finalised, audit completed, board and general meeting papers drafted, forms filed in the right order, and registers updated — so that nothing waits on something else that nobody realised was a precondition.

Key features

Owed whether or not you tradedA dormant company with no transactions and no bank balance still files AOC-4 and MGT-7. Inactivity is not an exemption.
Deadlines hang off the AGMAOC-4 within thirty days of the AGM, MGT-7 within sixty. The AGM itself must be within six months of the year end.
Audit from the first yearStatutory audit is compulsory for every company regardless of turnover, unlike an LLP where it starts above a threshold.
₹100 per day, per form, uncappedThere is no ceiling on the additional fee. It accrues until the form is actually filed.
Directors are personally exposedThree consecutive years of default disqualifies every director for five years, across all their companies.
Small companies file a lighter returnMGT-7A replaces MGT-7 for a small company — paid-up capital up to ₹4 crore and turnover up to ₹40 crore.

Who needs it

Every private limited companyFrom the first financial year after incorporation, including a company incorporated in March that traded for three weeks.
Every public limited companyWith the additional board composition, committee and secretarial audit obligations that apply above the relevant thresholds.
One Person CompaniesAOC-4 within 180 days of the year end and the abridged MGT-7A. No AGM is required, so the deadline is fixed to the year rather than to a meeting.
Dormant and non-trading companiesStill file. A company formally granted dormant status under section 455 files the lighter MSC-3 instead, but that status has to be applied for.
Section 8 companiesThe same annual set, plus the income tax and exemption filings that apply to a charitable entity.

Which one applies to you

Small companyPaid-up capital up to ₹4 crore and turnover up to ₹40 crore. Files the abridged MGT-7A, needs only two board meetings a year, and is exempt from cash flow statements and CS certification.
One Person CompanyNo AGM required, so AOC-4 is due within 180 days of the financial year end rather than thirty days after a meeting. Files MGT-7A.
Ordinary private companyAbove the small company thresholds. Full MGT-7, four board meetings, cash flow statement, and CS certification above ₹10 crore capital or ₹50 crore turnover.
Public limited companyAdds independent directors, an audit committee and a nomination committee above the prescribed thresholds, plus secretarial audit in Form MR-3.
Dormant companyGranted dormant status under section 455 and filing the lighter MSC-3 return. Available for up to five consecutive years, after which the Registrar may strike the company off.

Why it is worth doing

Directors stay qualifiedFiling on time is what keeps section 164(2) disqualification off the table — and that disqualification follows the person into every other company they serve.
The company stays borrowableBanks and NBFCs pull MCA filings during credit assessment. A company with gaps in its filing history is treated as a higher risk before anybody reads the numbers.
Diligence does not stallOverdue ROC filings are among the first findings in any investment or acquisition diligence, and clearing them under time pressure costs several times what filing on time would have.
No compounding late feesThe additional fee has no ceiling, so the cost of not filing grows indefinitely. Nothing else in Indian company law compounds quite so quietly.
Strike-off risk removedThe Registrar can strike off a company that appears not to be carrying on business. Filed accounts are the evidence that it is.

What is included

AOC-4 financial statements filing
MGT-7 or MGT-7A annual return
Board and AGM minutes and the directors' report
DIR-3 KYC for every director

What we need from you

Audited financial statements and the auditor's report
Board and AGM resolutions
Shareholding pattern as at the year end
Director details and their DINs

How it works

Books finalised and auditedAccounts prepared, ledgers reconciled to bank statements, and the statutory audit completed by the appointed auditor.
Board meeting to approveThe board approves the financial statements and the directors' report, and calls the annual general meeting on at least twenty-one days' notice.
Annual general meetingMembers adopt the accounts, appoint or ratify the auditor and declare any dividend. Minutes are drafted and entered in the minute book within thirty days.
AOC-4 filedFinancial statements, auditor's report and directors' report filed within thirty days of the AGM, with XBRL where the company crosses the applicable thresholds.
MGT-7 or MGT-7A filedThe annual return, within sixty days of the AGM, carrying the shareholding pattern, changes in directors and details of meetings held.
Registers and KYC brought currentRegisters of members, directors and charges updated, and DIR-3 KYC filed for every director by 30 September.

Company annual filing or LLP annual filing?

	Company	LLP
Forms	AOC-4 and MGT-7 / MGT-7A	Form 8 and Form 11
Deadlines	30 days and 60 days after the AGM	Fixed — 30 October and 30 May
Audit	Compulsory from year one	Above ₹40 lakh turnover or ₹25 lakh contribution
Meetings	Four board meetings and an AGM	None required by statute
Late fee	₹100 per day per form, uncapped	₹100 per day per form, uncapped
Director disqualification	After three years of default	No equivalent provision

What affects the timeline

When the books are readyThe audit cannot start until the accounts are complete. Books closed in April make a September AGM comfortable; books closed in August do not.
Whether an auditor is on recordNo appointed auditor means no audit report, and no audit report means AOC-4 cannot be filed. ADT-1 is the precondition people forget.
Audit findingsA qualification, or a reconciliation that will not resolve, can add weeks. It is better found in June than in the last week of October.
Active DSCs and DINsEvery form is signed digitally. An expired certificate or a DIN deactivated for missing KYC stops the filing outright.
XBRL applicabilityCompanies above the capital or turnover thresholds file in XBRL, which is a separate tagging exercise and adds time.

What happens afterwards

Minutes entered within thirty daysBoard and general meeting minutes must be entered in the minute book within thirty days and signed. They are examined in every diligence.
Registers kept at the registered officeRegisters of members, directors, charges and related-party contracts are open to inspection and must actually exist.
The next year's calendar startsFour board meetings with no more than 120 days between them, and the next AGM within fifteen months of this one.
Event filings as they ariseA director change is DIR-12 within thirty days, a charge is CHG-1 within thirty, an address change is INC-22. These do not wait for the annual cycle.
Income tax return by 31 OctoberITR-6 for the company, with the tax audit report where section 44AB applies, filed a month after the audit report.

What usually goes wrong

Assuming a dormant company need not fileThe commonest and most expensive misconception. A company that never opened a bank account still owes both forms from its first year, at ₹100 a day each if late.
Never appointing an auditorThe first auditor must be appointed by the board within thirty days of incorporation. Without one there can be no audit, and the entire annual cycle is blocked behind it.
Holding the AGM lateThe AGM must be within six months of the year end and within fifteen months of the last one. A late AGM makes every downstream filing late too.
Letting a DIN lapseA director who misses DIR-3 KYC by 30 September has their DIN deactivated, and cannot sign any company form until it is restored for ₹5,000.
Filing AOC-4 before MGT-7 is preparedThey draw on the same underlying data. Preparing them separately is how the shareholding in one disagrees with the other, which is a query waiting to happen.
Ignoring DPT-3 and MSME-1Almost every company has taken a director's loan at some point, which makes DPT-3 due. Both are separate filings with their own penalties.

Questions

What is the penalty for late ROC annual filing?

₹100 per day per form with no upper limit, running from the due date until you actually file. A company two years behind on both AOC-4 and MGT-7 owes roughly ₹1.4 lakh in additional fees alone, before anybody examines whether the accounts are correct.

Does a company with no transactions still have to file?

Yes. AOC-4 and MGT-7 are due whether or not the company traded, and the audit is still compulsory. A genuinely inactive company can apply for dormant status under section 455, which reduces the filing to the lighter MSC-3, but that status has to be applied for rather than assumed.

What happens if we do not file for three years?

Every director is disqualified under section 164(2) for five years, and the disqualification follows the person into every other company they are a director of. The Registrar may also strike the company off the register, at which point its bank accounts freeze and its assets vest in the government.

What is the difference between MGT-7 and MGT-7A?

MGT-7A is the abridged annual return for a small company — paid-up capital up to ₹4 crore and turnover up to ₹40 crore — and for a One Person Company. It asks for less detail and does not require certification by a practising company secretary.

When must a company hold its AGM?

Within six months of the financial year end, so by 30 September for a year ending 31 March, and within fifteen months of the previous AGM. A first AGM may be held within nine months of the first financial year end. The AGM date then sets the AOC-4 and MGT-7 deadlines.

Do we need a company secretary to certify the annual return?

Certification by a practising company secretary is required where paid-up capital is ₹10 crore or more, or turnover is ₹50 crore or more. A whole-time company secretary must be employed above ₹10 crore paid-up capital. Below those thresholds, neither applies.

Can overdue filings be cleared cheaply?

Sometimes. The MCA periodically opens settlement or amnesty schemes that waive or cap the additional fee and grant immunity from prosecution. Outside such a window the ₹100 per day applies in full, so it is always worth checking whether a scheme is currently open before filing a backlog.

What else is due alongside AOC-4 and MGT-7?

DIR-3 KYC for every director by 30 September, DPT-3 by 30 June if the company has taken any loan or advance including from a director, MSME-1 half-yearly if you owe micro or small suppliers beyond 45 days, and ADT-1 when the auditor is appointed or reappointed.