Annual Return of Company AOC-4 & MGT-7 Filing

It is the yearly ROC disclosure every company makes after its AGM: audited financial statements in Form AOC-4 under Section 137 and the annual return in Form MGT-7 or MGT-7A under Section 92 of the Companies Act, 2013. Together they place the company’s finances, shareholding and management on the public record for FY 2025-26.

Yes, both remain mandatory in a NIL year. Sections 92 and 137 apply to every company on the register, so a zero-transaction company still gets its accounts audited and files AOC-4 and MGT-7/7A, and files ITR-6 for FY 2025-26. Dormant status under Section 455 is not an exemption either: it brings its own filings, including the annual Form MSC-3.

MGT-7A is the abridged annual return for an OPC and a small company under the proviso to Section 92(1), introduced with effect from 5 March 2021. It seeks fewer disclosures and can be signed by a director where there is no company secretary. All other companies file the full MGT-7, and larger ones add MGT-8 certification.

Under Section 2(85) read with Rule 2(1)(t), as amended by G.S.R. 700(E) dated 15 September 2022, paid-up capital must be up to ₹4 crore and turnover up to ₹40 crore, both together. Size alone does not decide it: holding companies, subsidiaries, Section 8 companies and bodies governed by a special Act are excluded, however small they are.

No, they run on separate laws and portals. AOC-4 and MGT-7 go to the MCA under the Companies Act, 2013, while ITR-6 goes to the Income Tax Department; for FY 2025-26 the return remains governed by the Income-tax Act, 1961 and falls due by 31 October 2026 for audit cases, 30 November 2026 where transfer pricing applies. A company completes both.

Three different mechanisms. AOC-4 is DSC-signed by a director, CEO, CFO or manager and certified as correct by a practising CA, CS or CMA. MGT-7 carries a director’s and the company secretary’s signature under Section 92(1), or a practising CS where there is no CS. MGT-8 certification by a PCS applies only where Rule 11(2) is triggered.

For a company holding its AGM on 30 September 2026: AOC-4 by 30 October 2026 and MGT-7/7A by 29 November 2026, under Sections 137 and 92. If that AGM also appoints or reappoints the auditor, ADT-1 follows by 15 October 2026. The clocks run from your actual AGM date, so an earlier meeting means earlier deadlines throughout.

Within nine months of the close of its first financial year, under Section 96(1). A company incorporated between 1 January 2025 and 31 December 2025 has its first financial year ending 31 March 2026 and must hold the first AGM by 31 December 2026; one incorporated on or after 1 January 2026 closes its first year on 31 March 2027. The ROC cannot extend a first AGM.

Yes, fully virtual AGMs remain permitted. MCA General Circular No. 03/2025 dated 22 September 2025 allows AGMs and EGMs through VC/OAVM till further orders, on the recorded-proceedings and quorum framework of General Circular No. 20/2020. The Section 96 due date is unchanged, so the virtual meeting must still conclude by 30 September 2026.

Under Section 96(2), between 9 a.m. and 6 p.m. on any day that is not a National Holiday, at the registered office or elsewhere in the same city, town or village. Sundays are allowed. An unlisted company may meet anywhere in India under the first proviso if all members consent in advance, in writing or electronically. Notice still runs 21 clear days under Section 101.

Yes, for any AGM other than the first. On an application in e-form GNL-1 filed before the due date, the ROC may grant up to three months’ extension for special reasons under the third proviso to Section 96(1), such as a delayed audit or loss of key personnel. The extension is discretionary, and the AOC-4 and MGT-7 clocks then run from the AGM actually held.

The default is punishable by itself: Section 99 imposes a fine of up to ₹1,00,000 plus ₹5,000 per day it continues, and the Tribunal can call the meeting under Section 97. The filings do not pause either. Section 137(2) requires the financial statements to be filed with reasons within 30 days of the last date the AGM should have been held.

The core pack: audited balance sheet and profit and loss with notes, the auditor’s report, the Directors’ Report, the AGM notice and resolutions, and the shareholding pattern and member data as on 31 March 2026, plus AOC-1 for subsidiaries and AOC-2 for related-party contracts where they exist. An appointment year adds the auditor’s consent and eligibility certificate for ADT-1.

No. An auditor is appointed for five consecutive years under Section 139(1), and the requirement to ratify the appointment at every AGM was omitted with effect from 7 May 2018. ADT-1 is filed within 15 days of an appointment or reappointment, including a first auditor under Section 139(6) and a casual vacancy under Section 139(8), not in the intervening years.

File twice under Section 137(1). The unadopted statements go to the ROC within 30 days of the original AGM, and the adopted statements follow within 30 days of the adjourned meeting at which they clear. The MGT-7 clock runs from the conclusion of the AGM, so record both dates carefully in the minutes.

Only if the company has one. Section 92(3) requires a company with a website to place a copy of the annual return on it and disclose the web-link in the Directors’ Report. A company without a website has no obligation to create one, and the Board’s Report simply omits the link. We add the link text while drafting the report so nothing is missed.

MGT-7 is signed by a director and the company secretary; where the company has no CS, a company secretary in practice signs, under Section 92(1). The CS signs MGT-7A for an OPC or small company or, where there is none, by a director alone. Where Rule 11(2) thresholds apply, a PCS additionally certifies the return in Form MGT-8.

Under Section 128(6), Companies Act, 2013, the managing director, the whole-time director in charge of finance, the CFO or the person charged by the board with compliance faces a fine of ₹50,000 to ₹5,00,000.

The normal fee per form is based on authorised capital under the Companies (Registration Offices and Fees) Rules, 2014: ₹200 below ₹1,00,000, ₹300 up to ₹5,00,000, ₹400 up to ₹25,00,000, ₹500 up to ₹1 crore, and ₹600 at ₹1 crore or more. The same slab applies to all three forms; certification and professional charges are separate.

The additional fee is the automatic portal levy: ₹100 per day per late AOC-4 or MGT-7/7A, uncapped, paid at upload under Section 403. The penalty is a separate adjudicated amount under Section 92(5) or 137(3): ₹10,000 plus ₹100 per day, up to ₹2,00,000 for the company and ₹50,000 per officer. Paying the fee never wipes the penalty.

The Companies Compliance Facilitation Scheme, 2026, notified by MCA General Circular No. 01/2026 dated 24 February 2026, lets eligible companies clear pending MGT-7/7A, AOC-4 variants, ADT-1, FC-3 and FC-4 at the normal fee plus only 10% of additional fees. General Circular No. 03/2026 extended it from 15 July to 31 August 2026 after the MCA data-centre fire of 5 June 2026.

Companies already served a final strike-off notice under Section 248(1), those that have themselves applied for strike-off or dormant status, companies dissolved by amalgamation, and vanishing companies are outside the scheme. For Sections 92 and 137, filing before an adjudication notice or within 30 days of one concludes the proceedings without penalty. A Section 96 default gets no immunity.

Yes, up to 31 December 2026 for AY 2026-27 under Section 139(4) of the Income-tax Act, 1961, with a Section 234F fee of up to ₹5,000, restricted to ₹1,000 where total income does not exceed ₹5 lakh. A belated return costs more than the fee: FY 2025-26 business losses cannot be carried forward, and interest under Sections 234A to 234C keeps running.

Check eligibility, then regularise under CCFS-2026 while the window lasts. We reconstruct the accounts, complete the pending audits, hold or record the overdue meetings, and file every pending AOC-4 and MGT-7/7A at 10% of the accumulated additional fees. After 31 August 2026, the full ₹100 per day burden and adjudication exposure return.