Companies Incorporated in India must file annual returns to the Registrar of Companies (ROC). We help you file the annual compliance of your company within its due date and assist in preparing and filing ROC Annual Returns after AGM, such as AOC-4 and MGT-7A.
All Companies incorporated in India, irrespective of their type and business size, must file annual returns to the ROC within the prescribed due date. The due date to file the annual compliance in forms AOC-4, MGT-7 & ADT-1 is determined based on the Annual General Meeting (AGM) date. For OPC, the due date is fixed and does not depend on the AGM. Filing annual compliance returns is mandatory and must be completed within the prescribed due dates. Non-filing or belated filing attracts a late filing fee and penalty.
The annual general meeting of a company is the meeting of the shareholders to adopt the audited financial statements, re-elect the board members, declare dividends, and appoint the statutory auditor of the company. The AGM is a statutory meeting under section 96 of the Companies Act 2013. The first AGM must be held within nine months, and the subsequent AGM must be held within six months of the end of the financial year.
The Board of Directors is under a statutory obligation to convene the AGM and must give every shareholder a 21-clear-day Notice of the AGM. The AGM should be held on a working day within the city limits of the registered office address; however, nowadays, AGM may be done through Video Conferencing.
The annual return filing to the ROC would depend on the date on which the AGM took place. Therefore, it is necessary first to understand the applicability of the AGM and the last date within which the AGM must be completed. The companies can be classified into three categories to determine the AGM’s applicability and due date. The table below uses FY 2023-24 as a reference.
| Particulars | Incorporated on or after 1st January of FY 2023-24 | Incorporated in FY 2023-24, but on or before 31 December 2024 | Incorporated Prior to FY 2023-24 |
|---|---|---|---|
| AGM Applicable? | Not Applicable | Yes, First AGM | Yes, Subsequent AGM |
| AGM Due Date | Not Applicable | 31 December 2024 | 30 September 2024 |
| ADT-1 Due Date | Not Applicable | 15 January 2025 | 15 October 2024 |
| AOC-4 Due Date | Not Applicable | 29 January 2025 | 29 October 2024 |
| MGT-7A Due Date | Not Applicable | 28 February 2025 | 28 November 2024 |
For any default concerning AGM or any provision of section 96 to 98 of the Companies Act, 2013, every director or KMP of the company shall be punishable with a file that may extend to Rs One Lakh. In case of a continuing offence, the ROC imposes a penalty of Rs 5000 for every default day.
In OPC, only one individual person holds the entire shareholding. Therefore, the provisions relating to the Annual General Meeting do not apply. The due dates for ROC Annual Return Filing for OPC are fixed. The applicability of filing the AOC-4 and MGT-7 would be based on the date of incorporation. The table below provides the due date for the annual return filing for the OPC for FY 2023-24.
| Particulars | Incorporated on or after 1st January of FY 2023-24 | Incorporated on or before 31st December 2024 |
|---|---|---|
| AGM | Not Applicable | Not Applicable |
| ADT-1 Due Date | Not Applicable | 15 Day of Appointment |
| AOC-4 Due Date | Not Applicable | 27 September 2024 |
| MGT-7A Due Date | Not Applicable | 28 November 2024 |
Though OPC is exempt from holding the AGM, the due date for the ROC Annual Return in MGT-7A is calculated based on the regular timeline of the AGM, as if it is applicable. However, the audit financial statements of the OPC need to be filed with the ROC within 180 days of the end of the financial year. As the auditor is not appointed in the AGM but by the Board of Directors, the filing of ADT-1 would be required within 15 days of the auditor appointment.
For holding the Annual General Meeting (AGM) of a Private Limited Company in India and filing the Annual Returns, several documents are drafted and are mandatory attachments to the prescribed form AOC-4/MGT-7. You can outsource the legal documents drafting task to us after the company’s statutory audit is completed. Here are important documents to be drafted.
The responsibility to call the AGM within its due date is of the Board of Directors of the company. For this purpose, a Notice Calling the AGM must be given to all the shareholders, directors, auditors and other eligible participants, if any, at least 21 clear days before the date of scheduled AGM. The AGM notice should contain the agenda and draft of the resolutions proposed to be discussed and passed. It must also accompany the audited financial statement, auditors’ report, and director’s report.
After the completion of the statutory audit of the company, the board of Directors prepare a Director’s Report, highlighting the performance of the company’s, comparative financial results, the major decisions taken by the company during the concerned financial year and future plans. The directors report must also contain statements on CSR, Related Party Transactions, Environment Impact, Energy Conservation etc.
A company is required to file its audited financial statement along with the auditor’s report and directors’ report to the ROC in the prescribed form AOC-4 within 30 days of the conclusion of the AGM. The eform AOC-4 is certified by the Digital Signature of CFO, Director, Manager or CEO of the company. Further, the correctness of the form AOC-4 is to be certified by a Practising CA, CS or CMA. Following is the list of documents that need to be attached to AOC-4 form while filing the same.
| List of Documents for AOC-4 Filing | |
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If the financial statements and other documents are not filed in Form AOC-4 within 30 days from the date of conclusion of the AGM, it can be filed with an additional fee of Rs 100 for each day of delay. If the company fails to prepare the financial statement within 180 days of the end of the financial year, the defaulting company is liable for a penalty of Rs. 1000 for each day of default, subject to a maximum penalty of Rs 10 Lakhs. The director and CFO are also personally liable for penalties that ROC may impose
The annual return filing with the ROC is a mandatory compliance under section 92 of the Companies Act, 2013, and must be filed within 60 days of the conclusion of the AGM. It is a statement filed by the company in the prescribed format summarising the company’s key information, corporate changes and the shareholding details as on the last date of the financial year. Filing annual returns applies to all companies irrespective of the type or the scale of their business. For small companies and OPC, a simplified or abridged annual return is filed in form MGT-7A.
Due Date & ROC Fee: the annual return is to be filed within 60 days of the AGM’s conclusion for the due date of the AGM. The prescribed ROC filing fee for MGT-7 is only Rs 300 for a company having an authorised capital of Rs 1,00,000/-. However, if the annual return is not filed within its due date, then the company can still file MGT-7. However, an additional fee of Rs 100 shall be levied for each day of delay.
The annual general meetings are held to conduct four activities, such as approval of financial statements, declaration of dividend appointment of directors, and consider the auditor’s appointment or reappointment. Form ADT-1 is a prescribed form for filing intimation to the ROC about appointments or changes in the company’s statutory auditor. Within 15 days of the conclusion of the AGM, you must file form ADT-1 with the ROC. If delayed, it can be filed with an additional fee.
The filing fee of roc forms is based on the capital of the company, and you may find the applicable fee for the related form from below table of ROC Filing Fee as Per the authorised capital of the company
| S.No | Authorised Capital | Normal ROC Fee (Rs) |
|---|---|---|
| 1 | Less than 1,00,000 | 200/- |
| 2. | 1,00,000 to 4,99,999 | 300/- |
| 3. | 5,00,000 to 24,99,999 | 400/- |
| 4. | 25,00,000 to 99,99,999 | 500/- |
| 5. | 1,00,00,000 or more | 600/- |
