Every company incorporated under the Companies Act, 2013 must file two cornerstone annual returns with the Ministry of Corporate Affairs (MCA) each year: Form AOC-4 (financial statements) and Form MGT-7 (annual return). These two filings together capture a company's annual financial position and structural snapshot — and missing them is one of the most expensive compliance errors an Indian private limited company can make. This guide walks you through what each form is, who must file, due dates, the step-by-step MCA V3 process, fees, common errors, and penalties.
What is AOC-4 and how is it different from MGT-7?
Form AOC-4 is filed under Section 137 of the Companies Act, 2013 read with Rule 12 of the Companies (Accounts) Rules, 2014. It is the form through which a company files its audited financial statements — balance sheet, profit & loss account, cash flow statement (where applicable), board's report, auditor's report, and CSR report (if applicable) — with the Registrar of Companies (RoC).
Form MGT-7 is filed under Section 92 of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014. It is the annual return that captures the company's structural snapshot as on 31 March: registered office, principal business activity, shareholding pattern, details of holding/subsidiary/associate companies, board composition changes during the year, meetings held, and remuneration of directors and key managerial personnel.
In short: AOC-4 is "what the numbers say" and MGT-7 is "what the structure looks like". They complement each other and together form the public record of every Indian company.
Who must file AOC-4 and MGT-7?
Every company registered in India — private limited, public limited, OPC, Section 8, producer company, Nidhi, and even dormant companies — must file both forms annually. The form variant changes by company type:
- AOC-4 — standard, used by most private and unlisted public companies
- AOC-4 XBRL — for listed companies, companies with paid-up capital ≥ ₹5 crore, or turnover ≥ ₹100 crore, and all subsidiaries of listed companies
- AOC-4 CFS — for companies that prepare consolidated financial statements (i.e., have a subsidiary, associate, or joint venture)
- AOC-4 NBFC (Ind AS) — for NBFCs covered by Ind AS
- MGT-7 — for most companies
- MGT-7A — abridged form, applicable to OPCs and small companies (paid-up capital ≤ ₹4 crore and turnover ≤ ₹40 crore)
Due dates and the AGM dependency
Both filings are pegged to the Annual General Meeting (AGM):
- The AGM must be held within 6 months of the financial year end — so by 30 September for the FY ending 31 March
- AOC-4 must be filed within 30 days of the AGM — typically by 30 October
- MGT-7 must be filed within 60 days of the AGM — typically by 29 November
- For OPCs, there is no AGM. AOC-4 must be filed within 180 days of FY end (i.e., 27 September), and MGT-7A within 60 days of the date the financial statement is signed
If the AGM is not held, the due date for AOC-4 is calculated from the date by which the AGM ought to have been held, not from any later actual date. This is a subtle point many startups miss.
Step-by-step filing on MCA V3
The MCA migrated all company filings to the V3 portal between 2022 and 2023. The process for both forms is broadly similar:
- Log in to mca.gov.in using your registered DSC-linked account
- Navigate to MCA Services → Company e-Filing → Annual Filing
- Select AOC-4 or MGT-7 from the list of forms
- Enter the CIN — the form auto-populates with master data
- For AOC-4: attach signed financial statements, board report, auditor report, MGT-9 extract (if MGT-7 not yet filed), and CSR report. Attachments must be PDF, individually under 6 MB
- For MGT-7: complete shareholding details, indebtedness, board composition, KMP remuneration, certification by company secretary (if turnover > ₹50 crore or paid-up capital > ₹10 crore)
- Affix digital signatures — director DSC + practising professional (CA/CS/CMA) DSC
- Pay fees via the MCA payment gateway
- Download SRN (Service Request Number) acknowledgement
Fees by authorised capital
The normal filing fee is determined by the nominal share capital of the company under the Companies (Registration Offices and Fees) Rules, 2014:
| Authorised Capital | Fee (each form) |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to ₹4,99,999 | ₹300 |
| ₹5,00,000 to ₹24,99,999 | ₹400 |
| ₹25,00,000 to ₹99,99,999 | ₹500 |
| ₹1,00,00,000 or more | ₹600 |
For companies without share capital (Section 8 etc.), the fee is a flat ₹200.
Common errors
- Mismatch between AOC-4 and MGT-7 shareholding data — both must reconcile as on 31 March
- Wrong attachment order — auditor's report must be after the financial statements, not before
- Director details inconsistent with DIR-12 history — appointment and resignation dates must match what was filed during the year
- Missing CSR-2 form — if your company is CSR-applicable, CSR-2 must be filed alongside AOC-4
- Forgetting the MGT-8 certification — required where paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore
- Wrong financial year period — first-year companies often select wrong start and end dates
Penalties under Section 137(3) and 92(5)
Section 137(3) — failure to file AOC-4 attracts a penalty of ₹10,000 on the company, plus ₹100 for each day of continuing default (capped at ₹2,00,000 for the company and ₹50,000 for each officer in default).
Section 92(5) — failure to file MGT-7 attracts a penalty of ₹10,000 on the company, plus ₹100 for each day of continuing default (capped at ₹2,00,000 for the company and ₹50,000 for each officer in default).
In addition, late filing fees on MCA V3 are 12 times the normal fee for delays beyond 365 days. A startup with ₹1 crore authorised capital that files AOC-4 a year late will pay ₹600 × 12 = ₹7,200 in late fees plus the Section 137(3) penalty — a wholly avoidable expense.
Beyond money, persistent default in AOC-4/MGT-7 filings is the most common ground on which the RoC strikes off a company under Section 248 — and once struck off, restoration via the NCLT typically costs ₹50,000–₹2,00,000 in professional fees alone.
How Kapitalyze helps
Kapitalyze tracks every MCA filing deadline for every company in your portfolio. The platform pre-fills AOC-4 and MGT-7 fields from your cap table, board meeting registers, and audited financial statements — eliminating the reconciliation errors that trigger MCA show-cause notices. Filing reminders go out 60, 30, 15, 7, and 1 day before the due date.
Our compliance team uses Kapitalyze Compliance to maintain audit-ready records of every annual filing, including SRN, payment receipt, and signed copies of all attachments. The MCA compliance calendar generates a 12-month forward view of every filing your company owes — AOC-4, MGT-7, DPT-3, DIR-3 KYC, ADT-1, and event-based forms.
For company secretaries managing 20+ private limited companies, Kapitalyze for CA/CS firms consolidates all client filings into a single dashboard. You can see which clients are at risk of breaching due dates, generate AOC-4 and MGT-7 drafts in bulk, and bill clients automatically through the integrated invoicing module.
Frequently Asked Questions
What happens if I file AOC-4 but not MGT-7 in the same year?
Filing one without the other does not cure the default for the other. Section 137(3) and Section 92(5) operate independently. The company will continue to accumulate penalty under Section 92(5) at ₹100 per day until MGT-7 is filed.
Can I file AOC-4 before holding the AGM?
No. The financial statements must be adopted by the shareholders at the AGM before AOC-4 can be filed. If the AGM is adjourned, AOC-4 must be filed within 30 days of the adjourned AGM at which accounts were finally adopted.
My company is dormant — do I still need to file AOC-4 and MGT-7?
Yes. Dormant companies file Form MSC-3 instead of AOC-4 (annual return of a dormant company), but MGT-7 is still required. Only struck-off companies are exempt.
What is the difference between MGT-7 and MGT-7A?
MGT-7A is an abridged version applicable only to OPCs and small companies (paid-up capital up to ₹4 crore and turnover up to ₹40 crore). It captures fewer data points and is simpler to file.
Do I need a practising professional's signature on AOC-4?
For OPCs and small companies, the form can be signed by the director alone. For all other companies, certification by a practising Chartered Accountant, Company Secretary, or Cost Accountant is required, and the professional's DSC must be affixed.
Special considerations for first-year companies
Companies in their first financial year have a few quirks to watch out for. First, the financial year can be a long one — Section 2(41) permits the first financial year to extend up to 15 months from incorporation if the company is incorporated between January and March of a year, with prior approval. Second, the first AGM must be held within 9 months of the close of the first financial year, not 6 months. Third, INC-20A (declaration for commencement of business) must be filed within 180 days of incorporation under Section 10A, before any other significant filing is accepted by the system. Many founders miss this — INC-20A is a precondition for borrowing, opening a current account, or commencing business operations.
For the first AOC-4, ensure the financial year selected on the form matches what was declared at incorporation. If you got prior approval for an extended first year, attach a copy with the form.
Practical workflow recommendations
For private limited companies with FY ending 31 March, a typical compliance calendar looks like:
- April–May: Statutory audit, finalisation of financial statements, board approval, signing of accounts
- June–July: Drafting board's report, MGT-9 extract, secretarial audit (if applicable)
- August: AGM notice circulation (21 clear days before AGM)
- September: AGM held by 30 September; adoption of accounts; appointment / reappointment of auditor; declaration of dividend (if any)
- October: AOC-4 filed within 30 days of AGM
- November: MGT-7 filed within 60 days of AGM
Building backwards from the 30 September AGM deadline, your audit should be complete by mid-July at the latest. Companies that audit in September are perennially late on AOC-4 / MGT-7.