Every private limited company in India has to file two annual forms with the MCA/ ROC every year.
- One is AOC-4, which is the financial statement filing.
- The another is the annual return filed as MGT-7 for most companies and as MGT-7A for One Person Companies and Small Companies.
Missing any of these is one of the most common compliance mistakes small companies make.
Understanding the Annual Filing Structure under the Companies Act
AOC-4 eform is filed by the company to report its financial statements to the MCA. The Filing includes the balance sheet, profit and loss account, auditor’s report and board’s report (Directors Report). Every registered company has to file it, including dormant companies.
MGT-7 is the annual return. It covers your shareholding structure, director details, share capital, meeting details and any changes that happened during the year. Most private and public companies file this.
MGT-7A is a small or easy version of MGT-7, introduced by the MCA in 2021 for One Person Companies (OPCs) and Small Companies. A company qualifies as a Small Company if it has a paid-up capital of up to Rs. 10 crore and turnover up to Rs. 100 crore, provided it is not a holding or subsidiary company. If your company meets this definition, the company is required to file MGT-7A instead of MGT-7. It asks for less information and does not require Company Secretary certification, only a director can digitally sign and file it directly.
The deadlines are from the date of your Annual General Meeting (AGM). Most companies typically hold their AGM by 30th September (last day of holding the AGM), unless extended (by 3 month) by the ROC or in cases like the first AGM, which means:
- AOC-4 is due by 29th October (30 days from AGM)
- MGT-7 and MGT-7A are both due by 29th November (60 days from AGM)
A lot of business people assume these are linked to the 31st March income tax deadline. These are MCA filings under the Companies Act and have their own separate timeline.
The Penalties
1. The Portal Fee
These are electronic filing fee paid to MCA.gov.in portal when you file late. It starts the day after the deadline and keeps running until you actually submit the form.
| Form | Applicablility | Fee |
|---|---|---|
| AOC-4 | All companies | Rs. 100 per day |
| MGT-7 | Private and public companies (excluding OPC and small companies) | Rs. 100 per day |
| MGT-7A | OPCs and small companies | Rs. 100 per day |
Note that there is no upper limit on these late filing. If you are 150 days late on both forms, you are paying Rs. 15,000 per form just to submit. It cannot normally be waived, except in rare government amnesty schemes such as the CFSS.
2. The Penalty Under the Companies Act
The liability exists under the Companies Act sections from the date of default, but is enforced only when the ROC initiates action and levies a formal penalty, usual by issuing Show Cause Notice (SCN) and later prosecution.
AOC-4 (Section 137):
| Applicable | Penalty |
|---|---|
| Company | Rs. 10,000 plus Rs. 100 per day, up to Rs. 2,00,000 |
| MD or CFO (or any director assigned by the Board, or all directors if none assigned) | Rs. 10,000 plus Rs. 100 per day, up to Rs. 50,000 |
MGT-7 / MGT-7A (Section 92):
| Applicable | Penalty |
|---|---|
| Company | Rs. 10,000 plus Rs. 100 per day, up to Rs. 2,00,000 |
| Every officer in default | Rs. 10,000 plus Rs. 100 per day, up to Rs. 50,000 |
The abovementioned penalties are taken by ROC actions in cases where filings are not done for a long time or if the company has other compliance issues on record. Usually, ROC actions are also depending on the size of the company.
The Bigger Risk Nobody Talks About
Your MCA filing master data is public. Anyone can go the MCA portal and check online. Investors or Banks or even customer do it before entering into any dealing with the company. Filing dates are publicly visible, so delays are easy to detect and this may become a red flag for the company.
If You Have Not Filed Yet
File as soon as possible. The MCA filing fee is levied every day. It is wiser to know how much filing fee need to be paid. You can use the Lexemer Penalty Calculator to get the penalty amounts.
Practical Issue, if balance sheet has not been signed by the Auditor then it may become an issue for filing.
If the ROC Has Already Sent a Show Cause Notice
The company should not ignore any communication from the Govt. and a reply within the prescribed time should be filed. The Company may file for compounding under Section 441 of the Companies Act, in which the company can pay a compounding fee levied by adjudicating authority.
Going Forward
The two dates to remember are 29th October for AOC-4 and 29th November for MGT-7 or MGT-7A, assuming your AGM is on 30th September.