ROC Annual Filing for Private Limited Companies: AOC-4 & MGT-7 Deadlines, Late Fees and Checklist

What ROC annual filing means

Every company registered in India must file two returns with the Registrar of Companies (ROC) each year, even if it had no business or no revenue. Both are filed online on the MCA portal.

AOC-4 XBRL applies if any of these is true: the company is listed (or an Indian subsidiary of a listed company), has paid-up capital of ₹5 crore or more, has turnover of ₹100 crore or more, or prepares accounts under Ind AS. Most early-stage private limited companies file the regular AOC-4 and MGT-7A.

Deadlines for FY 2025-26

The clock starts at your AGM. The dates below assume the AGM was held on 30 September 2026, the last permitted date for a 31 March 2026 year-end. If you held it earlier, every deadline moves earlier by the same number of days.

Two rules that catch founders out:

• No AGM does not mean no deadline. If the AGM was not held, the 30 and 60 days run from the last date the AGM should have been held.
• Check for extensions. The MCA sometimes extends these dates by general circular. As of 11 October 2026 there was no general extension or late-fee waiver for FY 2025-26, so plan for the dates above.

Late fees and penalties

Late filing costs ₹100 per day for each form, on top of the normal filing fee. There is no cap, so a company that misses both AOC-4 and MGT-7 pays about ₹200 a day until both are filed.

Small companies, OPCs and start-ups pay half the Section 137 penalty under Section 446B. That relief does not reduce the ₹100-per-day additional fee.

Example: a company with ₹10 lakh authorised capital that files AOC-4 31 days late pays ₹400 normal fee plus ₹3,100 additional fee, or ₹3,500 in total, for that one form.

Documents checklist

Collect these before you start. Most rejections come from a missing attachment or a figure that doesn't match the audited accounts.

For AOC-4

• ✓ Audited balance sheet, profit and loss statement and notes to accounts
• ✓ Cash flow statement and statement of changes in equity, where applicable
• ✓ Board's report with its annexures
• ✓ Auditor's report, including the CARO report where it applies
• ✓ AOC-1 (subsidiaries, associates, joint ventures), if any
• ✓ AOC-2 (related-party contracts), annexed to the board's report, if any
• ✓ CSR report, if Section 135 applies
• ✓ Statement of facts and reasons, if the AGM was not held

For MGT-7 / MGT-7A

• ✓ List of shareholders and debenture holders with holdings as on 31 March 2026
• ✓ Details of share transfers and changes in share capital during the year
• ✓ Directors and key managerial personnel, with appointments and resignations
• ✓ Dates and attendance of board meetings and the AGM
• ✓ Directors' remuneration details
• ✓ Certificate from a practising company secretary (MGT-8), only for companies that meet the MGT-8 thresholds

For both: a valid digital signature (DSC) of the authorised director, and of the practising CA or CS who certifies the form.

How to file, step by step

File AOC-4 first, because MGT-7 draws on the same year's financial figures.

1. Finalise and audit the accounts. The statutory auditor signs the financial statements and audit report.
2. Hold the board meeting. The board approves the accounts and the board's report and calls the AGM.
3. Hold the AGM by 30 September. Shareholders adopt the accounts and, where due, appoint or ratify the auditor.
4. File ADT-1 within 15 days if an auditor was appointed at the AGM.
5. Log in to the MCA portal with the company's business user ID and open AOC-4 (or AOC-4 XBRL / CFS if it applies).
6. Fill in the form and attach the documents, matching every figure to the audited statements.
7. Get the form certified by a practising chartered accountant or company secretary, and signed with the director's DSC.
8. Pay the fee and save the SRN (service request number) to track approval.
9. Repeat for MGT-7 or MGT-7A within 60 days of the AGM.
10. Check the status on the MCA portal. If the ROC marks the form for resubmission, correct it within the time given.

You can file these forms yourself on mca.gov.in. Many directors prefer a CA or CS to prepare and certify them, because a mismatch between the forms and the accounts is the most common reason for resubmission.

Common mistakes to avoid

• Waiting for the last week. The MCA portal slows down sharply in late October and late November. File at least a week early.
• Figures that don't match. Share capital, reserves or turnover in the form must match the audited statements exactly.
• Expired DSC. A director's digital signature expires after one or two years. Renew it before you start.
• Missing ADT-1. If the auditor was appointed at the AGM, ADT-1 must be filed separately within 15 days.
• Wrong form. Small companies and OPCs file MGT-7A, not MGT-7. Companies above the XBRL limits must use AOC-4 XBRL.
• Skipping filing because there was no business. A company with zero revenue still files both returns. Three years of non-filing disqualifies its directors.
• Not checking director KYC. A director whose KYC status is deactivated cannot sign forms. Fix this before the filing window.

Frequently asked questions

My company had no revenue this year. Do I still need to file? Yes. Every registered company files AOC-4 and MGT-7 or MGT-7A each year, whether or not it traded.

What if we did not hold the AGM? The deadlines still run from the last date the AGM should have been held (30 September for a 31 March year-end). Not holding the AGM is a separate default with its own penalty.

Is the ₹100-per-day late fee capped? No. It keeps adding up for each form until that form is filed.

Which form do small companies file, MGT-7 or MGT-7A? Small companies and One Person Companies file MGT-7A, a shorter annual return. Other companies file MGT-7.

Can I file the forms myself? Yes, on the MCA portal at mca.gov.in. The forms must still be certified by a practising chartered accountant or company secretary.

What happens if we don't file for several years? Late fees keep growing, the company and its officers face penalties, and after three continuous years the directors are disqualified for five years. The ROC can also start striking the company off.

Has the MCA extended the FY 2025-26 deadlines? As of 11 October 2026 there was no general extension. Extensions are announced by MCA general circular, so check the MCA website before relying on a later date.