The two filings that decide whether your company has a clean record
Every Private Limited company in India files two forms with the Registrar every year that, between them, tell the government everything about the business: what it earned and owns, and who owns and runs it. They are AOC-4, which carries the audited financial statements, and MGT-7, the annual return. They are the recurring heart of company compliance — not a one-time first-year formality but a filing you repeat every single year the company exists. And they carry the one penalty in the whole calendar with no upper limit: ₹100 per day, per form, for as long as they are late, running without a cap. Here is exactly what each form is, when it is due, and what it costs to slip.
AOC-4: the company's financial statements
AOC-4 is how a company files its audited financial statements with the Registrar under Section 137 of the Companies Act, 2013. It is not a summary you type in — it carries the actual audited accounts as attachments:
- The audited balance sheet and the profit and loss account for the financial year.
- The Board's Report, including the disclosures the Act requires directors to make.
- The auditor's report.
- Notes to accounts and, where applicable, the cash flow statement.
A company that has subsidiaries files its consolidated financial statements in AOC-4 CFS in addition to its standalone AOC-4. The form is signed by a director and pre-certified by a practising Chartered Accountant, Company Secretary or Cost Accountant.
The XBRL question — does it apply to you?
Most small Private Limited companies file the ordinary AOC-4. A subset has to file AOC-4 XBRL instead — a structured, tagged version of the accounts. XBRL applies to a company that has paid-up capital of ₹5 crore or more, or turnover of ₹100 crore or more, or that is required to prepare its accounts under the Indian Accounting Standards (Ind AS) Rules, 2015. One trap worth knowing: once a company has filed in XBRL, it must keep filing in XBRL every year afterwards, even if it later falls below the thresholds. Banking, insurance, NBFC and housing-finance companies follow their own separate rules. For the ordinary founder-run company, XBRL usually does not bite until the business has grown substantially.
MGT-7: the annual return
MGT-7 is the annual return filed under Section 92 of the Companies Act, 2013. Where AOC-4 is about the money, MGT-7 is about the structure of the company — a yearly snapshot of who it is:
- The registered office, principal business activities and any holding or subsidiary companies.
- Share capital and shareholding — the members and how the shares are held, and any changes over the year.
- The directors and key managerial personnel, and changes in them during the year.
- Meetings held, and details of penalties or compounding, if any.
MGT-7 is what an investor's or acquirer's lawyer pulls first in diligence to understand the cap table and board as the ROC sees them — which is exactly why keeping it accurate year on year matters.
MGT-7A: the shorter return for small companies and OPCs
Here is the relaxation most founder-run companies actually qualify for. Since financial year 2020-21, a One Person Company and a "small company" file the abridged annual return in MGT-7A instead of the full MGT-7. A small company, broadly, is a private company below the paid-up capital and turnover limits the Act sets for the category — which covers a large share of early-stage private companies. If that is you, your annual return is the shorter form.
MGT-8: the extra certificate larger companies need
Bigger companies carry one more requirement. Under Section 92(2) read with Rule 11(2), a company with paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more — and every listed company regardless of size — must have its annual return certified by a Practising Company Secretary in Form MGT-8, a separate certificate confirming the return conforms to the Act. A typical small Private Limited company is below this threshold and does not need MGT-8; it becomes relevant as the company scales.
When they are due — both hang off the AGM
This is the part founders most often get wrong: the deadlines are not fixed calendar dates. They are counted from the date of the annual general meeting.
- AOC-4 — within 30 days of the AGM.
- MGT-7 / MGT-7A — within 60 days of the AGM.
For a company with a 31 March financial year-end, the AGM must be held by 30 September. If it is held on that last permitted day, AOC-4 falls due around 30 October and MGT-7 around 29 November. Hold the AGM earlier and both clocks start earlier. This is why the AGM date is the hinge of the whole autumn calendar — move it and you move both filings with it.
The penalty with no ceiling
This is the number that makes the two forms matter more than any other recurring filing. A late AOC-4 or MGT-7 attracts an additional fee of ₹100 per day, per form, and it does not stop — there is no maximum cap. A return forgotten for a few months is an irritant; one forgotten for a year, across both forms, quietly compounds into a five-figure liability with nothing to arrest it but filing. On top of the running fee, the Act carries its own penalties for the default itself — under Section 137 for the financial statements and Section 92 for the annual return, on the company and on the officers in default. And a company that simply stops filing its annual returns can, after enough defaults, be flagged and eventually struck off the register, with its directors disqualified. Unlike a discretionary fine, none of this is negotiable once the deadline passes; the fee is automatic and it runs every day.
The clean sequence through the year
Handled in order, the annual filing is calm rather than a November scramble:
- Close the books and get the accounts audited after the financial year ends.
- Hold the board meeting that approves the accounts and the Board's Report.
- Hold the AGM where the members adopt the accounts — by 30 September for a 31 March year-end.
- File AOC-4 within 30 days of the AGM.
- File MGT-7 or MGT-7A within 60 days of the AGM (with MGT-8 first, if the company is above the threshold).
Where this sits in the compliance year
AOC-4 and MGT-7 are the recurring core of a company's annual obligations — the filings that come round every year for the life of the company. They sit inside the full cycle set out in our Private Limited compliance calendar, alongside the once-only first-year filings like the INC-20A commencement-of-business declaration and the personal DIR-3 KYC every director owes each September. If you are still weighing whether the company form's compliance load is right for you, our comparison of the five business structures sets out the trade-off — this annual return is a large part of what "the company carries the heaviest compliance" actually means in practice.
How we handle it at RDA, Baner
At RDA Advisory, Baner, the annual AOC-4 and MGT-7 are run to a dated plan, not a deadline scramble. We audit the accounts, prepare the Board's Report and the annual return, work out whether XBRL or MGT-8 applies to your company, file AOC-4 within its 30 days and MGT-7 or MGT-7A within its 60 — every year, against your actual AGM date — so no ₹100-a-day clock ever starts. If a past year was missed, we compute the exposure and bring the filings current cleanly. Office No. 102, Snehraj Apartment, Baner, Pune 411045 · call +91 77570 45059.
Annual filing due? Let us file AOC-4 and MGT-7 before the clock starts
A Private Limited company in Pune with the AGM done — or approaching — and the annual filings still open? RDA prepares and files your AOC-4 and MGT-7/7A against your AGM date, sorts out XBRL and MGT-8 if they apply, and puts you on an annual cycle so nothing lapses. Book a consult at rdatax.in or call +91 77570 45059 — RDA Advisory, Baner, Pune. See how it fits the full year in our compliance calendar for a Private Limited company.
Verification note: The requirements stated here are based on the Companies Act, 2013 and the rules made under it, as administered by the Ministry of Corporate Affairs (mca.gov.in): the filing of financial statements in Form AOC-4 within 30 days of the annual general meeting under Section 137, and of consolidated financial statements in AOC-4 CFS where applicable; the filing of the annual return in Form MGT-7 within 60 days of the AGM under Section 92, with One Person Companies and small companies filing the abridged Form MGT-7A from financial year 2020-21; the filing of AOC-4 in XBRL by companies having paid-up capital of ₹5 crore or more, turnover of ₹100 crore or more, or required to prepare accounts under the Companies (Indian Accounting Standards) Rules, 2015, and the continuing obligation to file in XBRL thereafter; the certification of the annual return by a Practising Company Secretary in Form MGT-8 under Section 92(2) read with Rule 11(2) where paid-up capital is ₹10 crore or more or turnover is ₹50 crore or more, and for every listed company; and the additional fee of ₹100 per day, per form, without a maximum cap for late filing of AOC-4 and MGT-7, in addition to the penalties for default under Sections 137 and 92. Due dates assume a financial year ending 31 March and an AGM held on the last permitted date; the AOC-4 and MGT-7 deadlines move with the actual AGM date. Thresholds, fees and forms are periodically revised by the MCA; confirm the current position for your company with your CA or company secretary. This is general information, not legal or professional advice.
