ROC & Corporate Compliance / Annual ROC Compliance
Company Annual ROC Filing (AOC-4 and MGT-7)
File your company's audited financial statements (AOC-4) and annual return (MGT-7 or MGT-7A) with the ROC, with the board and AGM paperwork lined up in the right order.
Overview
Every company registered under the Companies Act, 2013 must file its audited financial statements and its annual return with the Registrar of Companies (ROC) each financial year. The financial statements go in on Form AOC-4 and the annual return on Form MGT-7 (or the shorter MGT-7A for One Person Companies and small companies). Both are filed on the MCA21 portal with digital signatures.
The duty applies even when the company did no business or had no turnover in the year. A nil-activity company still prepares accounts, gets them audited and files.
Who needs it
- Private limited and public unlisted companies, subsidiaries of foreign companies and Section 8 companies.
- Companies that have not started operations or had no revenue.
- Companies with pending past-year filings that now want to become compliant again.
- Founders and finance heads who want the board, AGM and ROC steps handled in the right order.
One Person Companies have their own timeline and are covered in the separate OPC Annual Compliance service. Dormant companies use a different annual return (MSC-3), which is outside this service.
What Zenith does
Zenith listens first to understand your company type, year-end position and what has already been done, then confirms the scope and gives a tailored quotation. A relationship manager is assigned and you receive an assignment-specific checklist.
- Review the audited accounts, directors' report and auditor's report for completeness before they are attached.
- Prepare the board and AGM paperwork trail the filings depend on (notices, minutes, resolutions) where it is in scope.
- Prepare AOC-4 and MGT-7 or MGT-7A, check the data against the ROC master record, and arrange the director and certifying professional signatures.
- Pay the government fee, file, track the SRN and respond to any resubmission request.
- Hand over the filed forms, challans and a short explanation of what was filed and what comes next.
Statutory audit and certification are carried out only by appropriately authorised professionals, subject to eligibility and applicable rules.
Eligibility and key rules
- AGM: a company other than an OPC holds its AGM within six months of the financial year end, so by 30 September for a March year end.
- AOC-4: due within 30 days of the AGM. If the AGM was not held, the filing is due 30 days after the last date by which it should have been held, with a statement of reasons.
- MGT-7 / MGT-7A: due within 60 days of the AGM. In the usual March cycle the dates fall on 30 October and 29 November.
- Attachments to AOC-4 include the authenticated financial statements, board report, auditor's report, and, where they apply, AOC-1 for subsidiaries, AOC-2 for related-party contracts, CSR details and a secretarial audit report.
- XBRL: listed companies and their subsidiaries, companies with paid-up capital of ₹5 crore or more, and companies with turnover of ₹100 crore or more file AOC-4 in XBRL format.
- Signatures: the annual return is digitally signed by a director and the company secretary; in a company without a company secretary, a practising company secretary certifies it. For OPCs and small companies a director's signature is enough.
- Accounts must be adopted by the members before they are filed.
Documents required
- Audited balance sheet, profit and loss account, cash flow statement (if applicable) and notes.
- Directors' report and statutory auditor's report.
- AGM notice, attendance record and minutes, and the board resolution approving the accounts.
- List of shareholders and debenture holders as on the year end, with changes during the year.
- Directors' and key managerial personnel details, with DINs.
- Valid digital signature certificates of the signing director and professional.
- Where applicable: AOC-1, AOC-2, CSR policy and report, secretarial audit report.
Process and timeline
- Board meeting approves the draft accounts, directors' report and the AGM date.
- Statutory audit is completed and the auditor signs the report.
- AGM is held and the accounts are adopted; the auditor appointment is dealt with at the AGM (Form ADT-1 follows within 15 days).
- AOC-4 is prepared, signed and filed within 30 days of the AGM.
- MGT-7 or MGT-7A is prepared, certified and filed within 60 days of the AGM.
- The ROC processes the forms. If it raises a defect, the form is corrected and resubmitted.
Timelines depend on completeness of records, complexity and authority processing. Most delays come from late audit sign-off, not from the filing itself.
Government fees, penalties and due dates
Filing fee depends on nominal share capital and is the same scale for AOC-4 and MGT-7:
| Nominal share capital | Fee per form |
|---|---|
| Below ₹1 lakh, or no share capital | ₹200 |
| ₹1 lakh to below ₹5 lakh | ₹300 |
| ₹5 lakh to below ₹25 lakh | ₹400 |
| ₹25 lakh to below ₹1 crore | ₹500 |
| ₹1 crore and above | ₹600 |
Late filing: an additional fee applies for every day of delay. Sources describe it as a per-day charge of ₹100 per form with no upper cap; an older scale of 2 to 12 times the normal fee for delays up to 270 days is also still quoted, so the exact amount payable should be checked at filing time.
Penalties under the Act: failing to file financial statements can attract ₹1,000 a day up to ₹10 lakh on the company, with fines or imprisonment of up to six months on the managing director, directors and CFO. Persistent non-filing can lead to strike-off under Section 248 and disqualification of directors under Section 164(2).
Relief scheme: sources describe the CCFS 2026 scheme, which let companies clear old pending filings with reduced additional fees between 15 April and 15 September 2026. It had closed by October 2026, so past-year defaults now attract the full additional fees unless the MCA announces a new scheme.
Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.
Common mistakes
- Filing AOC-4 before the AGM actually adopts the accounts, or with an unsigned auditor's report.
- Counting the 30 and 60 days from the wrong date, such as the board meeting instead of the AGM.
- Mismatch between shareholder and director details in MGT-7 and the ROC records.
- Forgetting AOC-2 or the CSR attachments when they apply.
- Treating a dormant or zero-turnover company as exempt from filing.
- Letting a director's DIN lapse through missed KYC, which blocks signing.
- Ignoring past-year defaults and filing only the current year.
FAQs
Is the filing needed if the company had no business?
Yes. Nil-activity companies still file AOC-4 and MGT-7 or MGT-7A every year.
Is an audit compulsory for every private company?
Under the Companies Act, a company's accounts must be audited by a statutory auditor each year, regardless of size or turnover.
What if the AGM was not held on time?
The company can still file, within 30 days of the last date the AGM was due, with a statement of the reasons. Late fees and other consequences may apply.
Who signs MGT-7?
A director and the company secretary sign it digitally. In an OPC or small company, the director's signature is sufficient.
Can previous years' filings be done together?
Yes. Each year is filed on its own form with its own additional fees. Zenith reviews the position and sequences them in the quotation.
What does the ROC do after I file?
It processes the forms, and the filing appears in the company's public master data. A defective form is returned for correction.
Does the company need XBRL?
Only the classes listed above, based on listing status, paid-up capital or turnover.