Two forms, one AGM, two different deadlines
AOC-4 and MGT-7 are both annual, both filed with the Registrar, and both counted from the same AGM — but they report different things and run on different clocks. AOC-4 carries the audited financial statements: balance sheet, profit and loss account, cash flow statement where applicable, and the auditor's report, due within 30 days of the AGM. MGT-7 (or MGT-7A for small companies and OPCs) is the annual return — shareholding pattern, director details, and other structural information about the company — due within 60 days of the same AGM.
Because both are anchored to the AGM date rather than the financial year end directly, the AGM itself is the first deadline that actually matters — a company that delays its AGM has, by definition, delayed the window for both filings that follow it.
Documents required
- Audited financial statements for the year, along with the statutory audit report.
- The Board's report, including any statutorily required disclosures for the year.
- Details of the AGM — date held, resolutions passed, and attendance.
- Shareholding pattern as on the date of the annual return.
- Details of directors and key managerial personnel, and any changes during the year.
- Details of charges created, modified or satisfied during the year, if applicable.
- MGT-8 certification from a practising Company Secretary, where the company's paid-up capital or turnover crosses the prescribed threshold requiring it.
The ROC annual filing process, step by step
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Confirming the AGM date
The AGM date fixes both subsequent deadlines, so this is confirmed and, where the AGM hasn't yet been held, scheduled with enough margin before the 30 September (or applicable) statutory deadline.
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Finalising financial statements
Audited financial statements are finalised — this is coordinated closely with the statutory audit, since AOC-4 cannot be filed without them.
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Preparing the annual return
MGT-7 or MGT-7A is prepared with the company's current shareholding, director and structural details as of the relevant date.
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Board and shareholder approval
Financial statements are approved by the board and adopted at the AGM before AOC-4 is filed, since the form requires the AGM adoption date.
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Filing both forms
AOC-4 and MGT-7/7A are filed within their respective 30-day and 60-day windows from the AGM, each generating its own filing acknowledgement.
Due dates and penalties
| Event | Deadline |
|---|---|
| Annual General Meeting | By 30 September |
| AOC-4 filing | Within 30 days of the AGM |
| MGT-7 / MGT-7A filing | Within 60 days of the AGM |
| Default | Consequence |
|---|---|
| Late filing of AOC-4 or MGT-7/7A | Additional fee of ₹100 per day of delay, per form, with no upper limit |
| Failure to hold the AGM on time | Penalty under Section 99, in addition to the knock-on delay to both filings |
| Consecutive years of non-filing | Strike-off proceedings by the ROC, and disqualification of directors under Section 164(2) where default continues for three financial years |
Practical notes from our engagements
- The AGM date treated as a formality, not a real deadline. Since both filing windows count from the AGM, delaying it — even informally, without a documented reason — pushes back the entire compliance calendar and eats into the buffer before the ₹100/day fee starts accruing.
- MGT-7 vs MGT-7A confused. Small companies and OPCs file the simpler MGT-7A; other companies file the full MGT-7. Filing the wrong form, or assuming eligibility for the simplified version without confirming it, causes rework.
- A dormant company assuming no filing is needed. A company with no business activity during the year still has to file both forms — the obligation comes from the company's existence under the Act, not from what it did during the year.
- Charges not reflected correctly in the annual return. Loans secured against company assets need to be reflected as charges, and any created, modified or satisfied during the year need to be captured accurately in MGT-7 — this is often overlooked where a loan was settled mid-year.
How we handle ROC annual filing
We build the filing calendar around the AGM date for each client, coordinate AOC-4 directly with the statutory audit so there's no gap between the audit finishing and the filing being ready, and confirm which annual return form — MGT-7 or MGT-7A — actually applies before preparing it. Both filings are tracked against their own deadline, not treated as a single combined task with one due date.
Related services
Frequently asked questions
Do we need to file AOC-4 and MGT-7 even if the company had no business activity?
Yes — the obligation applies to every company regardless of turnover, profit or business activity during the year. A dormant company still has to file both forms.
What's the difference between MGT-7 and MGT-7A?
MGT-7A is a simplified annual return available to small companies and One Person Companies. Other companies file the full MGT-7.
What happens if our AGM is delayed?
A delayed AGM pushes back both the AOC-4 and MGT-7 deadlines, which are counted from the AGM date, and can itself attract a penalty under Section 99 for failing to hold the AGM on time.
Is there a cap on the late filing fee for AOC-4 or MGT-7?
No — the ₹100 per day fee accrues with no upper limit, for each form separately, which is why even a few months' delay can become a substantial amount.
What happens if annual filings are missed for several years in a row?
Beyond the accumulating late fee, the company risks strike-off proceedings by the Registrar, and directors can be disqualified under Section 164(2) if the default continues for three consecutive financial years.
Does MGT-7 need to be certified by a Company Secretary?
For companies crossing certain paid-up capital or turnover thresholds, yes — an MGT-8 certification from a practising Company Secretary is required alongside the annual return.
Can AOC-4 be filed before the AGM has adopted the financial statements?
No — AOC-4 requires the AGM adoption date as part of the filing, so the AGM needs to be held and the accounts adopted before the form can be filed.