ROC

ROC Annual Filing Due Dates: AOC-4 and MGT-7/MGT-7A Guide for 2026

8/16/2026

Every company registered in India — private limited, public limited, one person company (OPC), or Section 8 — must file two forms with the Registrar of Companies (ROC) every year after its Annual General Meeting (AGM): Form AOC-4 for financial statements and Form MGT-7 (or MGT-7A) for the annual return. Miss either one and the additional fee starts stacking up from day one, with no upper limit. This guide walks through who must file what, exactly when it's due, what late filing actually costs, and how to file — based on the current provisions of the Companies Act, 2013 and the latest MCA rules and circulars.

What Are AOC-4 and MGT-7?

Form AOC-4 is filed under Section 137 of the Companies Act, 2013. It contains the company's financial statements — balance sheet, profit and loss account, cash flow statement, and the auditor's and board's reports — for the financial year. Companies above certain turnover/net worth thresholds must file it in XBRL format (AOC-4 XBRL); consolidated statements go separately as AOC-4 CFS.

Form MGT-7 (or MGT-7A) is the annual return filed under Section 92. It captures shareholding pattern, directors and key managerial personnel, registered office details, indebtedness, and other governance information as it stood on the last day of the financial year — not the AGM date.

Both are filed electronically on the MCA (Ministry of Corporate Affairs) portal at mca.gov.in.

Who Must File

AOC-4 — every registered company must file it, including OPCs, small companies, private limited, and public limited companies. There is no size-based exemption.

MGT-7 vs MGT-7A — this is where company size matters:

  • MGT-7A (abridged annual return) applies only to One Person Companies (OPCs) and small companies. Introduced via the Companies (Management and Administration) Amendment Rules, 2021, applicable from FY 2020-21 onward, it does not require certification by a practicing Company Secretary.
  • MGT-7 applies to every other company — private and public limited companies that don't qualify as "small."

A company qualifies as a "small company" under Section 2(85) if it is not a public company, and both of these hold per its latest financial statements:

  • Paid-up share capital does not exceed ₹10 crore, and
  • Turnover (per the P&L for the immediately preceding financial year) does not exceed ₹100 crore.

Both conditions must be met together. These thresholds were raised from ₹4 crore / ₹40 crore by the Companies (Specification of Definition Details) Amendment Rules, 2025, effective 1 December 2025 — a company that filed MGT-7 in earlier years may now qualify for MGT-7A. Holding companies, subsidiaries, Section 8 companies, and companies under special Acts are excluded from "small company" status regardless of size.

Due Dates

The filing deadlines for both forms are fixed relative to the company's AGM, not to a calendar date — so the exact due date varies from company to company depending on when its AGM was actually held.

EventDeadline (Companies Act, 2013)
AGMWithin 6 months of financial year-end (so by 30th September for companies with a 31st March year-end); a company's first AGM must be held within 9 months of financial year-end
Form AOC-4 (Section 137)Within 30 days of the AGM
Form MGT-7 / MGT-7A (Section 92)Within 60 days of the AGM
AOC-4 for OPCsWithin 180 days of financial year-end (OPCs are exempt from holding an AGM under the proviso to Section 96(1), so their AOC-4 clock runs from year-end, not from an AGM date)

Worked example: if a company's financial year ends 31 March 2026 and it holds its AGM on the last permissible date, 30 September 2026, then AOC-4 falls due by roughly 30 October 2026 and MGT-7/MGT-7A by roughly 29 November 2026. If the AGM is held earlier, both deadlines move earlier correspondingly. Always calculate from your company's actual AGM date, not an assumed one.

A note on relief schemes: MCA periodically issues circulars extending due dates or offering fee amnesty for a specific financial year — one-off measures, not permanent changes to the law. For instance, MCA General Circular No. 08/2025 extended the FY 2024-25 due date for AOC-4, MGT-7/MGT-7A and related forms to 31 January 2026 without additional fees. Separately, the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), introduced via Circular No. 01/2026 with a 90% additional-fee reduction for pending filings, had its window extended from 15 July 2026 to 31 August 2026 (Circular No. 03/2026), after a fire at the MCA data centre on 5 June 2026 disrupted portal access. If you have older pending filings, check the MCA circulars page for whether such a scheme is currently open — but never assume an extension applies to your current-year filing unless MCA has issued one for that specific year.

Penalty for Late Filing

Late filing of AOC-4 or MGT-7/MGT-7A attracts two separate consequences under current law:

1. Additional fee (per the Companies (Registration Offices and Fees) Rules, 2014, as amended): ₹100 per day of delay, per form, calculated from the original due date until the date of actual filing — with no upper cap. This applies automatically the moment you file late; there's no separate notice or demand.

2. Statutory penalty (Section 92(5) for MGT-7/MGT-7A, Section 137(3) for AOC-4), as revised by the Companies (Amendment) Act, 2020: for outright failure to file, the company and every officer in default is liable to a penalty of ₹10,000, plus ₹100 for each day the failure continues, up to a maximum of ₹2,00,000 for the company and ₹50,000 per officer in default. This is levied by an adjudicating officer on top of the additional fee, where the ROC pursues non-compliance — not automatic on every late filing. A proviso waives it if the default is rectified before, or within 30 days of, an adjudication notice.

In short: file even one day late and the ₹100/day-per-form fee is guaranteed and uncapped; stay non-compliant and you risk the separate statutory penalty too.

How to File

  1. Hold the AGM and get the audited financial statements and board's report adopted by shareholders.
  2. Prepare Form AOC-4 (or AOC-4 XBRL/CFS, as applicable) with the adopted financials, auditor's and board's reports attached, digitally sign it, and file within 30 days of the AGM.
  3. Prepare Form MGT-7 or MGT-7A with shareholding, director, and governance details as of financial year-end, and file within 60 days of the AGM — standard MGT-7 generally needs certification by a practicing Company Secretary.
  4. Pay the prescribed filing fee (based on authorized share capital) at submission; if filing late, the ₹100/day additional fee is calculated automatically by the MCA system.
  5. Download the acknowledgment (SRN) as proof of filing.

Frequently Asked Questions

Is AOC-4 or MGT-7 due first?

AOC-4 is due first — 30 days after the AGM, versus 60 days for MGT-7/MGT-7A. File AOC-4 before MGT-7, since MGT-7 pulls paid-up capital and financial figures from the filed AOC-4.

Can I file AOC-4 or MGT-7 before the AGM is held?

No. Both forms require details finalized at the AGM (or, for an OPC, at financial year-end) — such as adopted financial statements — and cannot be filed before that.

Does a dormant or zero-transaction company still need to file?

Yes. Every registered company must file both forms annually regardless of business activity, unless formally granted "dormant company" status or struck off the register.

What happens if a company never files AOC-4 or MGT-7?

Beyond the uncapped ₹100/day fee per form per year, two further consequences can follow, on different timelines: the ROC can strike the company's name off the register under Section 248 for failing to file financial statements or annual returns for two consecutive financial years, and separately, directors can face disqualification under Section 164(2)(a) for being on the board of a company that has failed to file financial statements or annual returns for three consecutive financial years. These are two distinct provisions with different trigger periods, not the same rule — a company can hit the two-year strike-off risk before any director disqualification kicks in.

Sources

This article summarizes generally applicable rules under the Companies Act, 2013 as of publication. Exact due dates depend on your company's actual AGM date, and MCA occasionally issues circulars extending deadlines or offering fee relief for specific financial years — always confirm your company's specific due date and current fee/penalty amounts on the MCA portal (mca.gov.in) or with a company secretary before filing.

Never miss a compliance deadline