AOC-4 and MGT-7 Explained: Filing Your Company's Annual Returns Step by Step

Every company registered in India files two annual forms with the Registrar of Companies: AOC-4, which carries its financial statements, and MGT-7, its annual return. Between them they put the company's year on the public record, from its balance sheet to who its shareholders and directors are. This guide explains what each form contains, which version your company should file, when they're due, and how to get them accepted the first time.

Two Forms, Two Jobs

The two forms are often mentioned together, but they report different things.

• AOC-4 (Section 137 of the Companies Act, 2013) files the company's audited financial statements: the balance sheet, profit and loss statement, cash flow statement where required, notes to accounts, the auditor's report and the board's report.
• MGT-7 (Section 92) is the annual return. It describes the company rather than its finances: registered office, principal business activities, share capital and debentures, shareholders and changes in shareholding, directors and key managerial personnel, meetings held during the year, director remuneration, and any penalties or compounding.

Which Version Do You File?

Financial statements

• AOC-4 is the standard form for most companies.
• AOC-4 XBRL is required for listed companies and their Indian subsidiaries, companies with paid-up capital of ₹5 crore or more, companies with turnover of ₹100 crore or more, and companies that prepare accounts under Ind AS. NBFCs are excluded from XBRL filing and use their own form.
• AOC-4 CFS is filed in addition by a company with subsidiaries, associates or joint ventures, to file its consolidated financial statements.

Annual return

• MGT-7A is a shorter, abridged annual return for One Person Companies and small companies.
• MGT-7 is filed by every other company.

A small company is a private company with paid-up capital of up to ₹4 crore and turnover of up to ₹40 crore, unless it is a holding or subsidiary company, a Section 8 company or a company governed by a special Act. Check the thresholds against the latest audited figures each year, because a growing company can lose small-company status and with it the simpler form.

The Deadlines

Both deadlines are counted from the date of the annual general meeting, not from the end of the financial year.

• The AGM must be held within six months of the end of the financial year, which means by 30 September for most companies. A company's first AGM can be held within nine months of the end of its first financial year.
• AOC-4 is due within 30 days of the AGM.
• MGT-7 or MGT-7A is due within 60 days of the AGM.
• A One Person Company doesn't hold an AGM, so it files AOC-4 within 180 days of the end of the financial year. Its MGT-7A is due within 60 days of the date its AGM would otherwise have been due.

For a company that holds its AGM on 30 September, that works out to 29 October for AOC-4 and 28 November for MGT-7.

If the AGM wasn't held at all, the forms are still due, counted from the last date on which the AGM should have been held, and must be filed with a statement of the facts and the reasons it didn't happen. Not holding an AGM is a separate default with its own penalty, so it doesn't remove the duty to file.

The ROC can extend the deadline for an AGM, other than the first one, by up to three months on an application in Form GNL-1 made before the due date. The filing deadlines then run from the extended AGM date.

Before You File: What Has to Be Ready

Most rejections come from missing groundwork rather than errors in the form itself. Before opening either form, make sure the following are in place:

1. The accounts are finalised and audited, and the auditor's report is signed.
2. The board has approved the financial statements and the board's report, and authorised a director to sign them.
3. The AGM has been held, the accounts adopted, and the minutes recorded.
4. If an auditor was appointed or reappointed at the AGM, ADT-1 is ready to file within 15 days of the meeting.
5. The signing director's DIN is active, with DIR-3 KYC done for the year, and their digital signature certificate is valid.
6. The company's earlier forms are filed. The MCA portal checks the company's history, and an overdue form from a previous year can hold up the current one.

Filing AOC-4

AOC-4 asks for the key figures from the balance sheet and profit and loss statement, along with details of the auditor, the auditor's report and the board's report. The full financial statements are attached as PDFs.

• The form is signed with a director's DSC, and must be certified by a chartered accountant, company secretary or cost accountant in practice.
• Figures entered in the form must match the attached statements exactly, including the previous year's comparatives.
• Companies that meet the CSR thresholds report their CSR spending separately in Form CSR-2, which is now filed on its own after AOC-4.

Filing MGT-7 or MGT-7A

The annual return is mostly a snapshot of the company as it stood at the end of the financial year.

• The shareholder list must reconcile with the register of members and the share capital shown in AOC-4.
• Directors and key managerial personnel, including anyone appointed or who resigned during the year, must match what's already on the MCA record.
• The dates of board and general meetings, and attendance at each, come from the minutes.
• MGT-7 is signed by a director and by the company secretary, or by a company secretary in practice where the company has none. MGT-7A for a small company or OPC is signed by the company secretary, or by a director if the company doesn't have one.
• A listed company, or a company with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more, also needs Form MGT-8, a certificate from a practising company secretary, attached to its annual return.

The company also has to place a copy of its annual return on its website, if it has one, and give the web link in the form.

Fees and Late Fees

The normal filing fee for each form depends on the company's nominal share capital, and ranges from ₹200 for capital under ₹1 lakh to ₹600 for capital of ₹1 crore or more.

If either form is filed late, the MCA portal adds an additional fee of ₹100 per day, per form, with no upper limit. A company that's a year late on both forms owes over ₹70,000 in additional fees before any penalty.

Penalties are separate from the late fee. Not filing financial statements can lead to a penalty of ₹10,000 on the company plus ₹100 per day of continued default, up to ₹2 lakh, with a similar penalty on each officer in default, capped at ₹50,000. The annual return carries penalties of the same size.

What Happens If You Don't File

The consequences grow more serious the longer a company goes without filing.

• If a company doesn't file its financial statements or annual returns for three consecutive financial years, every director on its board is disqualified for five years. They can't be appointed to the board of any other company during that time, and their DINs can be deactivated.
• A company that isn't filing can be treated as one that isn't carrying on business, and the ROC can strike it off the register under Section 248.
• Banks, investors and lenders read MCA records. A company shown as "Active non-compliant" or with years of missing filings will find accounts and credit harder to get.

Common Reasons Forms Get Rejected or Marked for Resubmission

• Figures in the form don't match the attached financial statements.
• The DSC used to sign isn't registered against the director's DIN, or has expired.
• The director's DIN is deactivated because DIR-3 KYC wasn't filed.
• The certifying professional's membership number or certificate of practice details are wrong.
• The AGM date in the form doesn't match the minutes, or the AGM was held after its due date without an extension and no explanation was given.
• The shareholding in MGT-7 doesn't add up to the paid-up capital.
• The company filed MGT-7A without qualifying as a small company or OPC, or filed plain AOC-4 when it needed XBRL.

If the ROC marks a form for resubmission, the company is usually given a fixed time to correct and resubmit it. Missing that window can mean the form is treated as not filed, so watch the email registered with the MCA.

Getting Help

Think Filing prepares and files AOC-4 and MGT-7 every year for private limited companies and OPCs: checking which variant applies, reconciling the forms with your audited accounts, coordinating signatures and certification, and tracking every deadline from your AGM date. If earlier years are pending, we'll file those in order first.