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MCA & ROC

ROC annual filing for companies

Annual ROC filing is not optional and does not depend on turnover. A company with zero revenue has the same AOC-4 and MGT-7 obligations as one with crores in sales, and the additional fee for delay runs at ₹100 per day per form with no upper limit.

Updated 2026-07-05 · 7 min read · MCA Portal

What it is

AOC-4 files the audited financial statements with the Registrar within 30 days of the AGM.

MGT-7 (or MGT-7A for OPCs and small companies) files the annual return within 60 days of the AGM.

ADT-1 records auditor appointment; DPT-3 reports deposits and exempted deposits by 30 June.

Who it applies to

  • Every company registered under the Companies Act, from the first financial year after incorporation.

Documents required

  • •Audited balance sheet, profit and loss account and cash flow statement
  • •Auditor's report and board's report with annexures
  • •Notice of AGM and the AGM minutes
  • •List of shareholders and share transfers during the year
  • •Details of directors, KMP and their remuneration
  • •DSC of a director and certification by a practising professional where applicable

Step-by-step process

  1. 1

    Close the books and complete the audit

    Financial statements must be signed by the auditor and approved by the board before circulation.

  2. 2

    Hold the board meeting

    The board approves the financials, board's report and the notice convening the AGM.

  3. 3

    Hold the AGM

    An AGM must be held within six months of the financial year end (nine months for the first AGM), and no later than 15 months after the previous AGM.

  4. 4

    File AOC-4

    Within 30 days of the AGM, with the financials, auditor's report and board's report attached.

  5. 5

    File MGT-7 / MGT-7A

    Within 60 days of the AGM, with the shareholding pattern and the list of members. Companies above the threshold need MGT-8 certification.

  6. 6

    Keep statutory registers updated

    Registers of members, directors and charges must reflect the same data filed — the ROC compares them during inspection.

Fees and timeline

Government fees

Normal filing fee depends on share capital (₹200 – ₹600 per form). Late filing attracts an additional fee of ₹100 per day per form with no cap.

Typical timeline

AOC-4 within 30 days and MGT-7 within 60 days of the AGM date.

Common mistakes and rejection reasons

  • AGM held after the statutory deadline without ROC extension, which cascades into late filings for both forms.
  • Financial statements not signed by the auditor or missing the board's report annexures.
  • Discrepancies between the shareholding in MGT-7 and the register of members.
  • Missing ADT-1 for auditor appointment, which the ROC treats as an independent default.

Frequently asked questions

Do dormant companies need to file AOC-4 and MGT-7?

Yes. Annual filings apply from the first financial year regardless of business activity, unless dormant status is formally granted under section 455 with its own filings.

Is there a maximum penalty for late ROC filing?

No, the ₹100 per day per form additional fee has no ceiling for annual filings.

What is the difference between MGT-7 and MGT-7A?

MGT-7A is the abridged annual return for OPCs and small companies; other companies file MGT-7.

This guide is general information on public compliance procedures and is not professional advice for your specific facts. Government fees and timelines change; verify on the official portal before filing.