ROC annual filing means every company filing its financial statements and annual return with the Registrar of Companies (ROC) through the MCA portal each year. Under the Companies Act, 2013 this is done through Form AOC-4 for financial statements and Form MGT-7 (or MGT-7A for small companies and One Person Companies) for the annual return, and it is compulsory even if the company had no turnover. This page explains the sequence, deadlines for FY 2025-26, filing fees, penalties and the mistakes we see most often.
What is ROC annual filing?
A company is a separate legal person, and the law requires it to make its accounts and key corporate details public every year. The company prepares financial statements (balance sheet, profit and loss account, notes and the auditor's report), places them before its shareholders at the Annual General Meeting (AGM) and then files them with the ROC. A separate annual return records shareholding, directors, meetings and similar particulars as at the end of the year.
Two forms carry most of the load. Form AOC-4 files the financial statements under section 137, and Form MGT-7 files the annual return under section 92. Small companies and One Person Companies use the shorter MGT-7A. Larger or listed companies, and companies with paid-up capital of ₹5 crore or more, turnover of ₹100 crore or more or Ind AS accounts, file AOC-4 in XBRL format, and companies with subsidiaries, associates or joint ventures file AOC-4 CFS for consolidated statements.
The time limits are tied to the AGM. AOC-4 is due within 30 days of the AGM date and MGT-7 or MGT-7A within 60 days of the AGM. A company must hold its AGM within six months of the financial year-end, which is 30 September for a company with a 31 March year-end, so for FY 2025-26 the usual AOC-4 due date is 30 October 2026. A One Person Company has no AGM and files within 180 days from the end of the financial year, which for FY 2025-26 fell on 27 September 2026.
Annual filing is only one part of corporate compliance. Directors' KYC, auditor appointment, deposit and return filings, board and general meetings and statutory registers each have separate requirements. A company that treats ROC filing as a once-a-year chore tends to find gaps in these linked areas at the same time.
Who must file ROC annual returns?
Every company registered under the Companies Act, 2013 has to file annual forms, whether it is active or not. Typical filers are:
- Private limited companies, including start-up companies and subsidiaries of foreign companies
- Public limited companies, listed or unlisted
- One Person Companies, which file AOC-4 and MGT-7A without holding an AGM
- Small companies, which can use the abridged MGT-7A
- Section 8 companies, which also file annual forms and may have additional reporting
- Dormant and nil-turnover companies, which still have to file accounts and returns
- Companies with subsidiaries, associates or joint ventures, which also file consolidated accounts using AOC-4 CFS
- Newly incorporated companies after their first financial year, even if the first period was very short
Benefits of ROC Annual Filing
Avoids daily additional fee
Each day of delay in filing costs ₹100 per form, with no upper limit, and the amount adds up quickly. Filing on time keeps the cost at the normal fee.
Protects directors from disqualification
If a company does not file financial statements or annual returns for three consecutive years, its directors can be disqualified under section 164(2) for five years.
Keeps the company status active
Persistent default can lead to the ROC striking off the company's name, which freezes bank accounts and contracts.
Supports funding and due diligence
Investors, banks and acquirers check MCA filings first. A clean annual filing record signals a well-run company.
Reduces penalties on officers
Penalties under section 137(3) apply to both the company and officers in default, so timely filing protects individuals as well.
Conditions and prerequisites for filing
ROC filing follows a fixed sequence. These conditions should be in place before you upload the forms:
- Books of accounts are written up and financial statements are finalised and approved by the Board
- The statutory auditor has been appointed and has issued the audit report
- Financial statements are adopted by shareholders at the AGM, or the AGM has been held within the permitted period
- Every director has an active DIN, and DIR-3 KYC has been completed where due, so that signing is not blocked
- Digital Signature Certificates of the signing director and the certifying professional are valid and registered on the MCA portal
- Directors' report, auditor's report, Board's report annexures and, where applicable, secretarial audit report, CSR report and related-party disclosures are ready
- The company's registered email and address on the MCA portal are current, so notices from the ROC are received
Documents required
Financial statement documents (AOC-4)
- Balance sheet, profit and loss account, cash flow statement (where applicable) and notes to accounts
- Auditor's report with annexures such as CARO where applicable
- Board's report and directors' responsibility statement
- Consolidated financial statements and Form AOC-1 for subsidiaries, if applicable
- Notice of AGM and proof of adoption, such as minutes or resolution
Annual return documents (MGT-7 / MGT-7A)
- List of shareholders and debenture holders with shareholding pattern as on the financial year-end
- Details of directors and key managerial personnel including changes during the year
- Details of board and general meetings held and attendance
- Details of indebtedness, charges and past remuneration of directors
- Certification by a company secretary in practice, where the company's size requires it
Company and signing documents
- Digital Signature Certificates of the director and the practising professional
- Certificate of incorporation and latest MOA and AOA
- Details of the AGM date, venue and mode, and attendance
- Proof of any ROC-approved extension of the AGM, where used
Step-by-step ROC annual filing process
The order matters: statements first, AGM next, then the two ROC forms. Skipping ahead is the most common reason a filing has to be redone.
Close the books and finalise accounts
Complete bookkeeping for the financial year, reconcile bank, GST and TDS records and prepare the draft financial statements for audit.
Get the statutory audit done
The auditor reviews the accounts and signs the audit report. Check that the auditor appointment is valid and that auditor appointment ADT-1 was filed where required.
Hold a board meeting to approve accounts
The Board approves the financial statements and the Board's report, signs them and fixes the date and agenda for the AGM.
Hold the AGM
Send the notice of AGM, hold the meeting within six months of year-end for a regular company (nine months for the first AGM) and adopt the financial statements. If an extension is needed, the ROC can extend the AGM by up to three months on an application in Form GNL-1.
File AOC-4 within 30 days of the AGM
Attach the financial statements, auditor's report and Board's report. Use the XBRL version or the CFS version where the company's size or structure requires it.
File MGT-7 or MGT-7A within 60 days of the AGM
Prepare the annual return as on the year-end, obtain the practising professional's certificate where required and file with the director's DSC.
Pay fees and download the challan
Pay the normal fee, plus the additional fee if you are past the due date, and keep the SRN and receipt for records.
Update registers and plan other filings
Update the statutory registers and plan DIR-3 KYC, DPT-3 filing and MSME Form 1 so that the compliance calendar stays complete.
Government fees and additional fee
MCA fees depend on the company's authorised share capital and apply separately to each form. The figures below are the commonly stated filing fees; confirm against the MCA fee table before payment.
| Item | Amount | Note |
|---|---|---|
| No share capital or authorised capital below ₹1 lakh | ₹200 per form | Applies to AOC-4 and MGT-7 separately |
| Authorised capital ₹1 lakh to ₹4.99 lakh | ₹300 per form | |
| Authorised capital ₹5 lakh to ₹24.99 lakh | ₹400 per form | |
| Authorised capital ₹25 lakh to ₹99.99 lakh | ₹500 per form | |
| Authorised capital ₹1 crore or more | ₹600 per form | |
| Additional fee for late filing | ₹100 per day | No upper limit; applies to small companies and OPCs as well |
Professional charges are quoted separately after reviewing your case. Government fees are paid directly to the authority. Fee slabs are set by MCA and should be checked on the portal when you file.
ROC annual filing due dates for FY 2025-26
For a company with a 31 March year-end, the AGM is due by 30 September 2026. AOC-4 is then due within 30 days of the AGM and MGT-7 or MGT-7A within 60 days. As of October 2026 we found no announced general extension or fee waiver for these filings, and the Companies Compliance Facilitation Scheme, 2026 was reported to have closed on 15 September 2026. Treat the dates below as firm unless MCA issues a circular.
| Stage | Typical time |
|---|---|
| AGM (regular company, 31 March year-end) | By 30 September 2026 |
| AOC-4 (30 days from AGM) | By 30 October 2026 for an AGM held on 30 September 2026 |
| MGT-7 or MGT-7A (60 days from AGM) | By 29 November 2026 for an AGM held on 30 September 2026 |
| One Person Company (no AGM) | AOC-4 and MGT-7A within 180 days from year-end |
| AGM extension, where needed | Up to three months on ROC approval via Form GNL-1 |
Frequency and period covered
ROC filing repeats every financial year for the life of the company. It does not have a validity or renewal: each year's filings cover that year's accounts and its annual return as on 31 March. If the AGM for a year is not held on time, the AGM default is a separate violation from the delay in filing AOC-4, and the AOC-4 due date is still reckoned from the last date by which the AGM should have been held. A company that is being closed should file up to the date of closure or strike-off application rather than leave years unfiled.
Compliance after annual filing
- Update statutory registers of members, directors, charges and share transfers after the AGM
- Complete DIR-3 KYC for directors by the due date, because an inactive DIN blocks signing
- File deposit return DPT-3 for the year where applicable, and MSME Form 1 for delayed payments to micro and small suppliers
- File ADT-1 for auditor appointment or reappointment within the prescribed time
- Hold the minimum number of board meetings and maintain minutes
- File event-based forms for changes, such as director appointment, registered office change or share allotment
- Complete income tax return and TDS filings so that the books, ROC filings and tax returns agree
- Review whether the company must comply with CSR, secretarial audit or other additional requirements
AOC-4 vs MGT-7 vs MGT-7A
| Point | AOC-4 | MGT-7 | MGT-7A |
|---|---|---|---|
| Content | Financial statements | Annual return (full) | Annual return (abridged) |
| Who files | All companies (XBRL or CFS variants for some) | Companies other than small companies and OPCs | Small companies and One Person Companies |
| Statutory section | Section 137 | Section 92 | Section 92 |
| Due date | 30 days from AGM | 60 days from AGM | 60 days from AGM (OPC: within 180 days from year-end for accounts) |
| Additional fee | ₹100 per day | ₹100 per day | ₹100 per day |
Common mistakes & rejection reasons
Filing before the AGM date
AOC-4 is filed after the financial statements are adopted. Filing with a wrong AGM date or before the meeting leads to rejection or a later mismatch.
Assuming nil turnover means no filing
Dormant companies still have to file. Years of non-filing risk director disqualification and strike-off.
Wrong form type
Using plain AOC-4 where XBRL or CFS is required, or using MGT-7 instead of MGT-7A for a small company, causes rejection or avoidable certification costs.
Expired DSC or inactive DIN
A DSC that is expired, or a director whose DIN is deactivated for missing KYC, blocks the filing on the last day. Check both at least a week before.
Late AGM treated as late filing only
The AGM default and the filing delay are separate defaults. Fixing the filing does not fix the missed AGM, so seek an extension in advance where needed.
Mismatch with other filings
Turnover, borrowings and related-party figures in AOC-4 that differ from GST, income tax and bank records invite queries. Reconcile before signing.
Penalties for non-compliance
Besides the additional fee of ₹100 per day, the Companies Act prescribes penalties on the company and its officers. Small companies, One Person Companies and start-up companies benefit from a reduction under section 446B, but the daily additional fee is not reduced. Continued default for three financial years can lead to disqualification of directors and removal of the company's name from the register.
| Default | Consequence | Provision |
|---|---|---|
| Failure to file financial statements (company) | ₹10,000 plus ₹100 per day of continuing default, up to ₹2,00,000 | Section 137(3), Companies Act, 2013 |
| Failure to file financial statements (each officer in default) | ₹10,000 plus ₹100 per day of continuing default, up to ₹50,000 | Section 137(3), Companies Act, 2013 |
| Small company, OPC or start-up company | Half of the penalty above, capped at ₹2 lakh for the company and ₹1 lakh for an officer | Section 446B, Companies Act, 2013 |
| Directors of a company that has not filed for three continuous years | Disqualification for five years | Section 164(2), Companies Act, 2013 |
Practitioner tips
- Work backwards from the AGM date. Fix the AGM date first, because both AOC-4 and MGT-7 deadlines are counted from it, and then schedule audit completion at least two weeks before.
- Check each director's DIN status and DSC validity at the start of the audit, not at filing. A director abroad who cannot sign is a common last-day crisis.
- If the AGM will be late, apply for an extension through GNL-1 before the original date. An approved extension keeps the AGM compliant, and AOC-4 then runs from the extended AGM.
- Prepare MGT-7 data from the statutory registers during the year. Rebuilding the shareholding and meeting details from memory after year-end is where errors enter.
- Do not leave the old years pending while filing the current one. File each pending year, because the ₹100 per day clock runs on each year's form separately.
How Lawgical Guru helps
Compliance calendar
We map your AGM, AOC-4, MGT-7 or MGT-7A and related due dates for the year so that nothing is missed.
AGM and board documentation
We help draft board and AGM notices, resolutions and minutes in the right sequence so filings are supported by correct records.
Form preparation and filing
We prepare and file AOC-4 (including XBRL and CFS variants), and MGT-7 or MGT-7A on the MCA portal and coordinate DSCs.
Back-year filings
For companies with pending years, we sequence the filings and advise on the additional fee and director-disqualification risk.
Linked filings
We can handle DIR-3 KYC, director appointment and resignation and secretarial records so the year's compliance is complete.
ROC Annual Filing: frequently asked questions
What is ROC annual filing?
It is the yearly filing of a company's financial statements (Form AOC-4) and annual return (Form MGT-7 or MGT-7A) with the Registrar of Companies on the MCA portal. It is mandatory under the Companies Act, 2013 for every company, including dormant or nil-turnover companies.
What is the due date for AOC-4 and MGT-7 for FY 2025-26?
AOC-4 is due within 30 days of the AGM and MGT-7 or MGT-7A within 60 days. For a 31 March year-end company that held its AGM on 30 September 2026, that is 30 October and 29 November 2026. One Person Companies, which have no AGM, file within 180 days from year-end.
What is the late fee for ROC filing?
The additional fee is ₹100 per day of delay for each form, with no upper cap, plus the normal filing fee. It applies equally to small companies and OPCs. On top of this, the company and officers can face penalties under section 137(3) for continuing default.
Is ROC filing mandatory for a company with no turnover?
Yes. Every company has to file financial statements and an annual return every year, even if there was no business activity. A company that does not file for three continuous years risks disqualification of its directors under section 164(2) and removal from the register.
What is the difference between MGT-7 and MGT-7A?
MGT-7A is the abridged annual return for small companies and One Person Companies. MGT-7 is the full annual return for other companies. Both are filed within 60 days of the AGM, and both carry the same additional fee of ₹100 per day for delay.
How much does ROC filing cost in government fees?
The normal fee per form depends on authorised capital, from ₹200 for no share capital or capital below ₹1 lakh to ₹600 for ₹1 crore or more. The late additional fee is ₹100 per day. Professional charges are separate. Confirm the current fee table on the MCA portal before payment.
Can the AGM and ROC filing dates be extended?
A company can apply to the ROC in Form GNL-1 for an extension of the AGM by up to three months, and AOC-4 then runs from the extended AGM. Apart from that, MCA occasionally issues general relaxations. As of October 2026 we found no general extension for FY 2025-26 filings.
What if I filed AOC-4 late or missed it for earlier years?
File the pending years immediately, in order, paying the additional fee for each. The ₹100-per-day fee runs on each year separately, so delay increases the cost. After three years of non-filing, directors face disqualification risk, so take advice before the position worsens.
Do small companies get relief on penalties?
Yes, partly. Under section 446B, small companies, One Person Companies and start-up companies face half the penalty under the Act, capped at ₹2 lakh for the company and ₹1 lakh for an officer. The additional fee of ₹100 per day is not reduced.
Who signs AOC-4 and MGT-7?
A director signs with a valid Digital Signature Certificate, and the statutory auditor's report is attached for AOC-4. For MGT-7, a practising company secretary certifies the return for companies that meet the size thresholds in the Act. Check DSC validity and DIN status before the due date.
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Reviewed by Satyam Gupta, Company Secretary (CS) & Advocate
8+ years of industry experience. This page was last reviewed on 16 October 2026 against the official sources below. Rules and fees change — confirm on the official portal before you apply.