ROC Annual Filing: AOC-4 and MGT-7 Due Dates and Penalties
Every company must file its audited financial statements in Form AOC-4 within 30 days of its AGM and its annual return in Form MGT-7 or MGT-7A within 60 days of the AGM. For FY 2025-26, with an AGM on 30 September 2026, that means about 30 October and 29 November 2026. Late filing attracts Rs. 100 per day per form, plus separate penalties.
Annual ROC filing is the most routine compliance a company has and one of the most common to go wrong. The deadlines are not fixed calendar dates. They move with your AGM, and the cost of missing them grows every day. This guide explains each filing, how to calculate the due dates, and what late filing costs.
What Are AOC-4 and MGT-7?
AOC-4: Financial Statements
AOC-4 carries the company's audited financial statements, with the board's and auditor's reports, to the Registrar of Companies under Section 137 of the Companies Act, 2013. Variants such as AOC-4 CFS and AOC-4 XBRL apply to companies that must file consolidated or XBRL statements.
MGT-7 and MGT-7A: Annual Return
The annual return under Section 92 records the registered office, principal business, shareholding, directors and key managerial personnel, meetings and penalties as at the year end. MGT-7A is the abridged form for one person companies and small companies, and MGT-7 applies to all others. Every company must file, even a dormant one with nil activity.
AOC-4 and MGT-7 Due Dates for FY 2025-26
AGM: within six months of the financial year end, so by 30 September 2026 for the year ended 31 March 2026
AOC-4: within 30 days of the AGM
MGT-7 or MGT-7A: within 60 days of the AGM
Auditor appointment intimation in Form ADT-1: within 15 days of the AGM where an auditor is appointed
File AOC-4 first. The annual return generally cannot be filed until the financial statements have been processed.
Worked Examples
AGM on 30 September 2026: AOC-4 by 30 October 2026 and MGT-7 by 29 November 2026
AGM on 15 September 2026: AOC-4 by 15 October 2026 and MGT-7 by 14 November 2026
Why Calendars Differ by a Day
Some guides count the meeting day and quote 29 October and 28 November, while others count from the day after the AGM. The safe approach is to treat the earlier date as your target and file with a few days to spare.
Special Cases
A company's first AGM can be held within nine months of the end of its first financial year. One person companies are not required to hold an AGM and have a separate timeline for AOC-4. If your company is of either kind, work out the dates from the Act and the rules instead of from a general calendar.
Check for MCA Relief Circulars
The MCA has granted relief in the recent past. For FY 2024-25 it allowed filing without additional fees up to 31 January 2026 after the forms moved to the MCA V3 portal, and in 2026 it ran a time-limited scheme allowing pending filings at a reduced additional fee. We found no general extension for FY 2025-26 at the time of writing, so check the MCA's circulars before you rely on any relief.
Penalties for Late ROC Filing
Additional Fee
A late filing is accepted on the portal only after you pay an additional fee of Rs. 100 for each day of delay, for each form. Since 1 July 2018 there has been no upper limit on this fee. A company that is late on both AOC-4 and MGT-7 pays the fee on both.
Penalty Under Sections 92(5) and 137(3)
Separately from the additional fee, the Act provides for a penalty on the company and on its officers in default. As commonly stated, the amount is Rs. 10,000 plus Rs. 100 for each day the default continues, with a maximum of Rs. 2,00,000 for the company and Rs. 50,000 for each officer in default. Some older guides quote higher or criminal consequences from before the 2019 amendments, so check the current text of the sections.
Director Disqualification and Strike-Off
The heavier risk is long default. If a company does not file its financial statements or annual returns for three consecutive financial years, its directors can be disqualified for five years under Section 164(2), and the Registrar can begin strike-off proceedings under Section 248. Disqualification applies to the directors personally, including in their other companies.
Pre-Filing Checklist
Audited financial statements, board report and auditor's report, adopted at the AGM
AGM notice, minutes and the exact AGM date, because every deadline runs from it
Shareholding pattern and register of members, matching the cap table and prior allotment filings
Director and key managerial personnel details, with director KYC up to date, noting that the KYC frequency and dates were revised recently so you should check the current rule
A practising professional's certificate in Form MGT-8 where the thresholds on paid-up capital or turnover, or listing, require it
Digital signatures of the directors, the auditor and the professional signing the forms
Common Mistakes in ROC Annual Filing
Treating the due dates as fixed calendar dates instead of counting from the actual AGM
Skipping filing for a company with no business, when nil returns are still required
Filing MGT-7 with shareholding that does not match earlier allotment or transfer filings
Holding the AGM late and then missing the follow-on dates as well
Letting several years pile up unfiled, which exposes directors to disqualification
Forgetting FEMA reporting for foreign investment, which is separate from ROC filing
For the foreign investment side, see our guide to FDI rules, FEMA compliance and FC-GPR for startups. If you are still choosing a structure, read private limited company vs LLP in India to compare annual compliance.
How Corporate Law & M&A in Practice Helps You Master ROC Compliance
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Conclusion
Hold the AGM on time, file AOC-4 within 30 days and MGT-7 within 60 days, and keep a calendar that runs from your own AGM date. The daily fees are small at first and become expensive quickly, and long default puts directors personally at risk. To build the skills to run and advise on compliance, explore the Corporate Law & M&A in Practice course at Into Legal World.
Frequently Asked Questions
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. If the AGM is held on 30 September 2026, that is about 30 October and 29 November 2026.
What is the late fee for AOC-4 and MGT-7?
An additional fee of Rs. 100 per day per form, with no upper cap, is payable on the MCA portal for each day of delay.
Is there a separate penalty apart from the late fee?
Yes. Sections 92(5) and 137(3) provide for a penalty on the company and its officers in default, commonly stated as Rs. 10,000 plus Rs. 100 per day, subject to a cap, in addition to the additional fee.
Do I have to file if the company has no business?
Yes. Every company must file AOC-4 and MGT-7 every year, including a dormant company with nil activity, unless it has taken a formal status such as strike-off.
What happens if a company does not file for three years?
Its directors can be disqualified for five years under Section 164(2), and the Registrar can start strike-off proceedings under Section 248.
Sources
Keywords: ROC annual filing, AOC-4 due date, MGT-7 due date, AOC-4 and MGT-7 penalty, annual return filing for companies, ROC filing FY 2025-26, late fee AOC-4, MGT-7A, annual compliance for private limited company.
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