ROC annual filing — AOC-4 + MGT-7 / 7A decoded

The two filings, side by side

Filing	What it contains	Trigger	Due date
AOC-4	Audited balance sheet + P&L + cash flow + auditors' report + board's report	Approval of accounts at AGM	Within 30 days of AGM (typically by 29-Oct for a company with 30-Sep AGM)
MGT-7	Annual return: shareholding, directors, KMPs, indebtedness, key events	Year-end snapshot	Within 60 days of AGM (typically by 28-Nov)
MGT-7A	Short-form annual return for small companies and OPCs (Sec 2(85))	Same as MGT-7	Same as MGT-7

Who files MGT-7A (the short form)

From FY 2020-21 onwards, MCA introduced MGT-7A — a shorter annual-return form for small companies and One Person Companies. The Sec 2(85) definition of "small company" was revised in FY 2021-22:

• Paid-up share capital not exceeding ₹4 crore, AND
• Turnover not exceeding ₹40 crore in the immediately preceding FY.

If both tests pass, the company is "small" and files MGT-7A. Falling foul of either threshold flips the company back to full MGT-7.

The late-fee schedule — why this hurts so much

MCA late fees for AOC-4 and MGT-7 are ₹100 per day per form, with no cap. There's also an additional fee structure for delayed filing:

Delay	Additional fee (multiple of normal fee)
Up to 30 days	2x
31-60 days	4x
61-90 days	6x
91-180 days	10x
Beyond 180 days	12x

But the ₹100/day rule for annual filings overrides the multiple-of-fee schedule and runs uncapped. A 3-year-overdue AOC-4 = ~1,095 days × ₹100 = ₹1,09,500 in late fee for that one form. Plus MGT-7. Plus interest. Plus exposure to Sec 137 prosecution and director DIN deactivation.

What goes into AOC-4

1. Audited financial statements signed by the directors and the auditor.
2. Statement of subsidiaries, associate and joint-venture companies (Form AOC-1 attached).
3. Board's report — including Sec 134(3) disclosures, related-party transactions, CSR (if applicable), risk management, internal financial controls.
4. Secretarial audit report (Form MR-3, only if Sec 204 applies — large public companies / listed entities).
5. Director's declaration of independence (where applicable).
6. The DSC of one director + the auditor + a practicing professional certifying the form.

What goes into MGT-7 / 7A

1. Registered office address; principal business activities (NIC code).
2. Particulars of holding, subsidiary and associate companies.
3. Shares + debentures + other securities + shareholding pattern (top 10 shareholders for non-small companies).
4. Indebtedness — secured + unsecured + deposits.
5. Particulars of directors and KMPs + remuneration.
6. Meetings of board, committees, members.
7. Penalty / punishment imposed during the FY.
8. Compliance certificate by a Company Secretary in Practice — mandatory for all companies with paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore. The CS certificate is via Form MGT-8.

The AGM linkage

Both filings hinge on the AGM date. Sec 96 mandates an AGM each FY, by 30-September of the following FY (or 31-December for the first AGM of a newly incorporated company, with the first FY able to extend up to 18 months). The 30-day AOC-4 clock and 60-day MGT-7 clock start from the AGM date — not from the FY-end.

So a company that holds its AGM on 28-September 2026 (for FY 2025-26):

• AOC-4 due by 28-October 2026
• MGT-7 due by 27-November 2026

Common defaults we see

1. Holding AGM "too late". Sec 96 allows an AO of ROC to grant an extension of up to 3 months on application. If a company doesn't hold the AGM by 30-Sep and didn't apply for extension, it's in default of Sec 96 itself — separate fine of ₹1L on the company + ₹5K/day on every officer in default.
2. Filing AOC-4 without holding the AGM. AOC-4 requires AGM date and the relevant resolution number. You cannot pre-file. The accounts must first be adopted at the AGM.
3. Mismatch between AOC-4 financials and ITR. Form 26AS / AIS now cross-tabs; significant mismatch triggers ROC scrutiny and IT scrutiny in parallel.
4. Filing MGT-7 instead of MGT-7A (or vice versa). Small companies that file the full MGT-7 incur the heavier compliance cost; large companies that file MGT-7A by mistake will be flagged.
5. Director KYC default cascading. If a director's DIR-3 KYC is overdue (DIN deactivated), they cannot sign AOC-4 / MGT-7 with their DSC. The annual filing freezes until the KYC backlog is cleared.

Strike-off path — when the backlog is impossible

If a company has been dormant with multiple years of unfiled AOC-4 / MGT-7 and cumulative late fees that exceed its net worth, the cleanest exit is voluntary strike-off via Form STK-2 under Sec 248 — provided the company has no liabilities, no operations for two years, and bank account closure proof. Strike-off does not require clearing the late-fee backlog; it's a fresh path. We've closed ~40 dormant private companies via STK-2 in the last 2 years.

Step-by-step compliance workflow

1. April–June: finalise statutory audit, prepare financials.
2. 1-Sep: board meeting to approve accounts + auditors' report + board's report; issue AGM notice (21 clear days).
3. By 30-Sep: hold AGM; pass resolutions for adoption of accounts, appointment/re-appointment of auditor (Form ADT-1 within 15 days of AGM), declaration of dividend if any.
4. Within 30 days of AGM: file AOC-4 with audited financials + AOC-1 + board's report + auditors' report.
5. Within 60 days of AGM: file MGT-7 or MGT-7A with shareholding details and director info.
6. By 30-Jun (next FY): file DPT-3 — return of deposits / loans (independent of AGM).
7. By 30-Sep (next FY): file DIR-3 KYC for every director.

The fee math

For a small company with capital up to ₹1 lakh, normal MCA fees:

• AOC-4: ₹200
• MGT-7A: ₹200
• Total normal annual filing fee: ₹400

Plus professional fees (CA / CS) typically ₹6,000–₹12,000 for small / dormant companies and ₹15,000–₹40,000 for operational private limiteds. The cost of not filing on time at ₹100/day for the two forms = ₹200/day = ₹73,000/year. The cost of compliance is ~5% of the cost of default.

Bottom line

AOC-4 and MGT-7 / 7A are the financial heartbeat of Indian companies. Treat them as mandatory diary items, not as accounting afterthoughts. The 30-Sep AGM is the anchor — work backwards from there. The ₹100/day late-fee clock is brutal because it's uncapped and runs across both forms. Plan the AGM, file on time, and these two forms turn from a compliance pain to a 60-minute year-end checklist.

Related

• ROC compliance tracker
• DIR-3 KYC — every director, once in three years
• MCA fee calculator
• Sec 194T — firm-to-partner TDS