Every Private Limited Company registered in India must file annual returns and financial statements with the ROC (Registrar of Companies) under the MCA (Ministry of Corporate Affairs). These filings — primarily AOC-4 and MGT-7 — are mandatory regardless of whether the company has any business activity, turnover, or profit. Non-filing leads to heavy penalties and director disqualification.
What is ROC Annual Filing?
ROC annual filing refers to the submission of two primary e-forms to the MCA21 portal:
- ▸AOC-4 — Filing of Financial Statements (Balance Sheet, Profit & Loss Account, Notes to Accounts, Auditor's Report)
- ▸MGT-7 / MGT-7A — Filing of Annual Return (list of shareholders, directors, share capital, registered charges)
Complete List of ROC Annual Forms
| Form | Purpose | Due Date | Who Files |
|---|---|---|---|
| AOC-4 | Financial Statements | 30 days from AGM | All companies |
| MGT-7 | Annual Return (companies >₹10 crore turnover OR listed) | 60 days from AGM | Large companies |
| MGT-7A | Annual Return (simplified, for OPC & small companies) | 60 days from AGM | OPC & small Pvt Ltd |
| ADT-1 | Auditor appointment or reappointment | 15 days from AGM | All companies |
| MGT-14 | Filing certain board/shareholder resolutions | 30 days from resolution | Specified companies |
| DIR-3 KYC | Annual KYC of every director | September 30 | All DIN holders |
| MSME-1 | Outstanding payments to MSME vendors (>45 days) | April 30 and October 31 | Companies with MSME dues |
| DPT-3 | Return of deposits or exempted amounts | June 30 | Companies with exempted deposits |
AGM (Annual General Meeting) — The Trigger Event
All ROC filing deadlines are calculated from the date of the AGM (Annual General Meeting):
Example: Financial year ends March 31, 2026. AGM held on September 15, 2026. AOC-4 due: October 15, 2026. MGT-7 due: November 14, 2026.
- ▸AGM must be held within 6 months from end of financial year (i.e., by September 30 for March year-end companies)
- ▸First AGM: Within 9 months from close of first financial year
- ▸AOC-4 due: 30 days after AGM
- ▸MGT-7/7A due: 60 days after AGM
AOC-4 — Financial Statements Filing
What is included in AOC-4:
Attachments:
- ▸Balance Sheet as at financial year end
- ▸Profit & Loss Account for the year
- ▸Cash Flow Statement (not required for small companies)
- ▸Notes to Accounts
- ▸Auditor's Report
- ▸Board's Report (Directors' Report)
- ▸Related Party Transactions
- ▸MSME disclosure (if applicable)
- ▸Signed financial statements
- ▸Auditor's report
- ▸Board's report with all annexures
- ▸Compliance certificate from CA/CS (for specific company types)
MGT-7 — Annual Return Filing
What is included in MGT-7:
- ▸Registered office and principal activities
- ▸Details of holding/subsidiary/associate companies
- ▸Share capital and debentures
- ▸Shareholding pattern — all shareholders with PAN and Aadhaar
- ▸List of directors with DIN, designation, share held
- ▸Promoter, public, and institutional holding breakdown
- ▸Details of meetings held (board, AGM, EGM)
- ▸Remuneration of directors and key managerial personnel
- ▸Penalties imposed by authorities (if any)
Government Filing Fees (Normal)
| Share Capital | AOC-4 Filing Fee | MGT-7 Filing Fee |
|---|---|---|
| Up to ₹1,00,000 | ₹200 | ₹200 |
| ₹1,00,001 to ₹4,99,999 | ₹300 | ₹300 |
| ₹5,00,000 to ₹24,99,999 | ₹400 | ₹400 |
| ₹25,00,000 to ₹99,99,999 | ₹500 | ₹500 |
| ₹1,00,00,000 and above | ₹600 | ₹600 |
Late Filing Penalties
| Delay | Additional Fee (per day) |
|---|---|
| Up to 30 days | ₹100/day |
| 30 to 60 days | ₹200/day |
| 60 to 90 days | ₹300/day |
| 90 to 180 days | ₹400/day |
| Beyond 180 days | ₹500/day |
CFSS (Companies Fresh Start Scheme)
The MCA periodically launches amnesty schemes (like CFSS) where companies can file overdue returns at reduced or nil additional fees. Watch for these windows if you have missed filings — they offer a chance to regularise without full penalty burden.
Common Mistakes in ROC Annual Filing
- ▸Filing AOC-4 without board-approved and signed financials
- ▸Using wrong form — MGT-7A is for small companies, MGT-7 for others
- ▸Not attaching all annexures to the Board's Report
- ▸Forgetting DIR-3 KYC for all directors by September 30
- ▸Missing MSME-1 filing if there are outstanding payments to MSME vendors beyond 45 days
Conclusion
ROC annual filing is the backbone of corporate compliance in India. The cost of professional compliance support (₹15,000–₹40,000 per year for a small company) is far less than the penalties (₹100–₹500 per day) and reputational damage of late or non-filing.
Biswa Corporate Solutions provides complete ROC annual filing services — AGM coordination, financial statement preparation, board report drafting, AOC-4, MGT-7, and all other mandatory MCA forms — at transparent, affordable pricing.
