AOC-4 and MGT-7 Filing Procedure under Companies Act, 2013
Every company in India must file two documents with the Registrar of Companies (ROC) each year after its annual general meeting (AGM). The audited financial statements go in Form AOC-4 within 30 days of the AGM. The annual return goes in Form MGT-7, or MGT-7A for small companies and One Person Companies (OPCs), within 60 days of the AGM.
The obligation applies whether or not the company did any business during the year. Missing it leads to daily penalties, additional fees and, after three years, disqualification of every director on the board. This guide covers which form applies, the step-by-step procedure, the documents needed and the consequences of delay.
Current update (as on 29 October 2026): MCA General Circular No. 05/2026 dated 24 October 2026 allows FY 2025-26 filings without additional fees up to 31 December 2026 for the AOC-4 family of forms and up to 31 January 2027 for MGT-7 and MGT-7A. The circular does not extend the time for holding the AGM, and filings made after these dates pay additional fees counted from the original due date. (MCA announcement)
Applicability
Every company registered under the Companies Act, 2013 or an earlier Companies Act must file both documents every year. This includes private companies, public companies, OPCs, small companies, Section 8 companies and Indian subsidiaries of foreign companies. A company with no business or revenue in the year is not exempt.
Company type | Financial statements | Annual return |
Listed or larger companies covered by the XBRL Rules | AOC-4 XBRL | MGT-7 (with MGT-8 certificate where required) |
Companies preparing consolidated statements | AOC-4 and AOC-4 CFS | MGT-7 |
NBFCs under Ind AS | AOC-4 NBFC (Ind AS) / AOC-4 CFS NBFC (Ind AS) | MGT-7 |
Small companies and OPCs | AOC-4 | MGT-7A (abridged) |
All other companies | AOC-4 | MGT-7 |
XBRL filing applies to listed companies and their Indian subsidiaries, companies with paid-up capital of ₹5 crore or more, companies with turnover of ₹100 crore or more, and companies that follow Ind AS. Banking, insurance and NBFCs are excluded from the XBRL Rules.
A private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore is a small company (limits revised from 1 December 2025). A company should check its status against these limits every year before choosing between MGT-7 and MGT-7A.
Legal framework
Provision | Purpose |
Section 96 | AGM within six months of the close of the financial year (first AGM within nine months) |
Section 134 | Board approval and signing of financial statements; Board's report |
Section 137 | Filing of financial statements with the ROC within 30 days of the AGM (OPC: 180 days from year-end) |
Section 92 | Preparation, certification and filing of the annual return within 60 days of the AGM |
Section 403 | Late filing on payment of additional fees |
Companies (Accounts) Rules, 2014, Rule 12 | Manner of filing AOC-4 and its variants |
Companies (Management and Administration) Rules, 2014, Rule 11 | Forms MGT-7, MGT-7A and MGT-8 |
Companies (Filing of Documents and Forms in XBRL) Rules, 2015 | Classes of companies that file in XBRL |
Step-by-step procedure
Step | What to do | Form / document | Timeline |
1 | Finalise accounts and complete the statutory audit | Audited financial statements, auditor's report, CARO report where applicable | Before the Board meeting |
2 | Hold a Board meeting to approve the financial statements and Board's report | Board resolution; statements signed under Section 134 | Before the AGM notice |
3 | Send the AGM notice with the annual report to members, directors and auditors | Notice, explanatory statement, annual report | At least 21 clear days before the AGM (shorter notice with consent) |
4 | Hold the AGM and adopt the financial statements | Minutes of AGM | Within six months of the financial year-end |
5 | Place the annual return on the company's website, if any, and give the web link in the Board's report | Copy of MGT-7 | Ongoing |
6 | Prepare AOC-4 on the MCA21 portal with attachments | AOC-4 / AOC-4 CFS / AOC-4 XBRL | Within 30 days of the AGM |
7 | Get AOC-4 certified by a practising professional and signed with DSC by an authorised director | DSCs of director and professional | Same as step 6 |
8 | Prepare the annual return with shareholding, director, meeting and other data as at the financial year-end | MGT-7 or MGT-7A | Within 60 days of the AGM |
9 | Obtain certification from a practising Company Secretary where required | MGT-8 | Before filing MGT-7 |
10 | File MGT-7 / MGT-7A, pay fees and keep the SRN and challan | Challan, approval acknowledgement | Within 60 days of the AGM |
If the AGM is not held on time, the company still files both forms. The time is counted from the last date on which the AGM should have been held, and the forms carry a statement of reasons for not holding it. Financial statements not adopted at the AGM are filed as provisional within 30 days, and the adopted version follows within 30 days of the adjourned meeting.
Forms, fees and filings
Form | Purpose | Time limit | Fee basis |
AOC-4 / AOC-4 CFS | Standalone and consolidated financial statements | 30 days from AGM (OPC: 180 days from year-end) | Normal fee by nominal share capital; additional fee per day of delay |
AOC-4 XBRL | Financial statements in XBRL for covered classes | 30 days from AGM | Same as above |
AOC-4 NBFC (Ind AS) and CFS variant | NBFC financial statements under Ind AS | 30 days from AGM | Same as above |
MGT-7 | Annual return of companies other than small companies and OPCs | 60 days from AGM | Same as above |
MGT-7A | Abridged annual return for small companies and OPCs | 60 days from AGM | Same as above |
MGT-8 | PCS certificate on the annual return | Attached to MGT-7 | Professional certificate; no separate ROC fee |
ADT-1 | Intimation of auditor appointment made at the AGM | 15 days from AGM | Normal fee plus additional fee for delay |
Documents checklist
Audited standalone financial statements (balance sheet, profit and loss account, cash flow statement where applicable, notes)
Consolidated financial statements, if the company has a subsidiary, associate or joint venture
Auditor's report with annexures, including CARO where applicable
Board's report with annexures (CSR report, AOC-2 for related party contracts, secretarial audit report where applicable)
Certified copy of the Board resolution approving the statements
AGM notice, minutes and the date of adoption
List of shareholders and debenture holders as at year-end, with transfers during the year
Details of directors and KMP, changes during the year, and their remuneration
Attendance details of Board, committee and general meetings
MGT-8 certificate where applicable
Valid DSCs of the signing director and the certifying professional, and an active DIN-KYC status
Common mistakes and practical tips
Treating a filing extension as an AGM extension. MCA relaxations on filing fees usually cover the forms only. A company that misses its AGM stays in default for that, whatever happens to the forms.
Waiting for the last week. Portal traffic peaks just before every due date. Filing early leaves time to fix validation errors or a rejected form.
Wrong form for the company's size. Companies that crossed or fell below the small company or XBRL limits often file in last year's form. Check paid-up capital and turnover at year-end against the current limits.
Mismatch between AOC-4 and MGT-7. Share capital, turnover, director details and meeting dates must agree across both forms and the audited statements. Inconsistent figures invite ROC queries.
Forgetting ADT-1. The auditor appointment made at the AGM has its own 15-day deadline. It is often missed because attention goes to the bigger forms.
Expired DSC or inactive DIN. A director whose DIN-KYC is pending cannot sign. Check DSC validity and DIN status before the form is ready.
Consequences of non-compliance
Financial statements (Section 137(3)): The company faces a penalty of ₹10,000 plus ₹100 for each day of continuing default, up to ₹2 lakh. The managing director and CFO, or other designated directors (or all directors if none are designated), face ₹10,000 plus ₹100 per day, up to ₹50,000 each.
Annual return (Section 92(5)): The company and every officer in default face a penalty of ₹10,000 plus ₹100 for each day of continuing default, up to ₹2 lakh for the company and ₹50,000 for an officer.
Additional fees (Section 403): These are payable on every late filing, separate from penalties, and increase with each day of delay.
Director disqualification (Section 164(2)): A director of a company that has not filed financial statements or annual returns for three continuous financial years becomes disqualified from reappointment and from appointment in other companies for five years.
Strike-off risk: Prolonged non-filing is a common trigger for the ROC to start removing a company's name under Section 248.
FAQs
What is the due date for filing AOC-4?
Within 30 days of the AGM. An OPC files within 180 days from the close of the financial year, and no AGM is needed for it.
What is the due date for filing MGT-7 or MGT-7A?
Within 60 days of the AGM. If no AGM is held, the 60 days run from the last date on which it should have been held.
Which companies file MGT-7A instead of MGT-7?
Small companies and OPCs. MGT-7A is a shorter, abridged annual return; all other companies file MGT-7.
Does a company need to file AOC-4 if it had no business during the year?
Yes. Every registered company files its financial statements and annual return each year, even with nil revenue.
Is MGT-8 certification needed for every company?
No. It is needed for listed companies and for companies with paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more.
Does an MCA extension of filing dates also extend the AGM date?
Usually not. Filing relaxations typically cover fees for the forms only; the AGM deadline under Section 96 changes only through a specific ROC extension or a separate MCA order.
Conclusion
AOC-4 and MGT-7 are the two filings that keep a company's public record current. Counting the deadlines from the AGM, choosing the right form for the company's size and filing ahead of the rush avoid most penalties. Where the AGM itself is late, the forms should still go in with the reasons recorded.
Disclaimer: This article is for general information and knowledge-sharing only and does not constitute legal advice. Provisions are as on 29 October 2026; please refer to the latest law or consult a professional before acting.
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