ROC Annual Filing for a Private Limited Company: AOC-4, MGT-7A and the ₹100-a-Day Trap

Most founders meet the Registrar of Companies twice a year, briefly, through two forms. Get them right and nobody thinks about the ROC again. Get them late and the arithmetic turns unpleasant quickly, because the additional fee for late filing has no upper limit.

This is what the obligation actually consists of, in the order it happens.

The AGM sets both clocks

Neither annual filing has a fixed calendar date. Both hang off the annual general meeting, so the AGM date is the first thing to pin down.

Under Section 96 of the Companies Act, 2013, a company must hold its AGM:

• within six months of the close of the financial year — so by 30 September for the almost-universal 31 March year end; and
• within fifteen months of the previous AGM, whichever gives the earlier date.

A newly incorporated company gets a longer rope for its first meeting: within nine months of the end of its first financial year, and it does not need an AGM in the year of incorporation at all.

Two consequences people miss. First, the fifteen-month rule can pull your deadline earlier than 30 September if last year's AGM was held early. Second, a one person company does not hold an AGM — which does not exempt it from filing, it simply means the due dates are computed differently, from the date the financial statements are signed and adopted.

AOC-4: the financial statements

Section 137 requires a copy of the financial statements, including the consolidated statements where applicable, to be filed with the Registrar within thirty days of the AGM.

What goes with it:

• balance sheet, profit and loss account, cash flow statement where required, and the notes;
• the board's report, with the annexures that apply to you;
• the auditor's report;
• the AOC-2 particulars of related party contracts, where there are any;
• a secretarial audit report, only where Section 204 applies — which it does not for most private companies.

Companies required to file in XBRL file AOC-4 XBRL instead, and companies with a CSR obligation attach the CSR report. The ordinary private limited company files plain AOC-4.

MGT-7A: the annual return

Section 92 requires the annual return, within sixty days of the AGM.

One person companies and small companies — Section 2(85), judged on paid-up capital and turnover — file the abridged MGT-7A. Everyone else files MGT-7.

The annual return is a snapshot of the company's constitution and its year: registered office, principal business activities, holding and subsidiary particulars, shareholding pattern, changes in shareholding, details of directors and key managerial personnel and changes in them, meetings of members and the board with attendance, and remuneration of directors and KMP.

The certification requirement is the part that catches people. A company with paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more, needs its annual return certified by a company secretary in practice in Form MGT-8. Below those thresholds, no certificate.

Section 403, and why delay is expensive

Here is the part worth internalising. Under Section 403, a form filed after its due date carries an additional fee of ₹100 per day, per form, and that fee is not capped.

It is not a penalty that someone has to levy. It is arithmetic the MCA portal performs when you upload the form, and the form will not go through without it.

A company that files both annual forms six months late is paying roughly ₹18,000 and ₹18,000 — about ₹36,000 — for two filings that would have cost a few hundred rupees in normal fees. A company three years behind on both forms is looking at well over ₹2,00,000 in additional fees alone, before anyone considers the separate penalties under Sections 92(5) and 137(3) for the underlying default.

Those statutory penalties sit on top of the filing fee and apply to the company and to its officers in default. Their monetary figures were reset by the Companies (Amendment) Act, 2020 as part of the decriminalisation exercise, so check the current numbers against the amended sections rather than against an older article — but the structure is a fixed amount plus a daily continuing amount, subject to a maximum.

The filings that are not annual, and get forgotten

Annual filing gets the attention. These are the ones that generate notices because nobody diarised them.

• ADT-1 — auditor's appointment, within 15 days of the AGM that appointed them. A first auditor appointed by the board within 30 days of incorporation is a separate step.
• INC-20A — declaration of commencement of business, within 180 days of incorporation. Until it is filed the company cannot legitimately borrow or begin business, and the penalty is unpleasant relative to the effort.
• DPT-3 — return of deposits and of money received that is not a deposit, annually by 30 June for the year ended 31 March. Most private companies that have taken a director's loan fall in here and do not realise it.
• MSME-1 — half-yearly return of outstanding dues to micro and small enterprises beyond 45 days.
• DIR-3 KYC — every director with a DIN, every year by 30 September. Miss it and the DIN is deactivated; reactivation costs ₹5,000 and blocks every other filing in the meantime.
• BEN-2 and MGT-14 — on significant beneficial ownership and on certain board resolutions respectively, event-driven rather than annual.

A workable sequence

For a 31 March year end, working backwards:

1. July–August — close the books, give the auditor a complete trial balance, fixed asset register and related-party list.
2. By early September — auditor's report signed; board meeting to approve the financial statements and the board's report.
3. At least 21 clear days before the AGM — notice to members, with the accounts.
4. By 30 September — hold the AGM. Also the DIR-3 KYC deadline, which is convenient.
5. Within 15 days — ADT-1, if the AGM dealt with the auditor.
6. Within 30 days — AOC-4.
7. Within 60 days — MGT-7A or MGT-7.

The only genuinely immovable constraint in that list is the audit. Every late annual filing we see traces back to books that were not ready in August.

If you are already behind

Nothing improves by waiting, because the meter is running at ₹100 a day per form. The sequence that works is:

1. Establish exactly which years are open — pull the company's master data and filing history from the MCA portal rather than relying on memory.
2. File the oldest year first. Several forms are rejected if the prior year is not on record.
3. Reactivate any deactivated DIN before attempting anything else, because a deactivated DIN blocks signing.
4. Where the company has been inactive for years and is not going to trade again, price up strike-off under Section 248 against continuing to file. Sometimes closing it is cheaper than catching it up.