Every private limited company registered in India must file annual returns and financial statements with the Registrar of Companies (ROC) under the Companies Act, 2013. Missing a deadline or filing incorrect information attracts heavy fees and, in some cases, prosecution of the directors. This guide explains the key forms, their due dates, and a practical checklist to ensure your company's annual compliance is complete.
The key forms at a glance
| Form | Purpose | Due date (Pvt Ltd) | Fees (within 30 days of AGM) |
|---|---|---|---|
| AOC-4 | Financial statements (Balance Sheet, P&L, Cash Flow, Notes, Director's Report, Auditor's Report) | 30 days from AGM | Rs 200 / day of default |
| MGT-7 | Annual return (shareholding, directors, registered office, etc.) | 60 days from AGM | Rs 100 / day for OPC / small co.; Rs 200 / day for others |
| ADT-1 | Auditor appointment / re-appointment | 15 days from AGM | Rs 300 / day |
| MGT-14 (event-based) | Resolutions passed at Board / EGM (e.g. appointment of auditor, alteration of AOA, etc.) | 30 days from the event | Rs 100 to Rs 600 depending on form |
| DPT-3 | Return of deposits (annual) | 30 June | Rs 300 / day (no deposits → NIL filing still required if turnover > Rs 25 cr or loan > Rs 5 cr) |
| MSME-1 | Outstanding dues to MSME vendors (half-yearly) | 30 April / 31 October | Rs 3,000 (small co.) / Rs 25,000 (others) per instance |
| DIR-3 KYC | Annual KYC for all DIN holders | 30 September | Rs 5,000 per director |
The "AGM date" is a moving target — for a private limited company, the AGM must be held within 6 months from the end of the financial year (typically 30 September for a March-end company). The first AGM can be held within 9 months of the end of the first financial year.
Holding the AGM
The Annual General Meeting is the formal meeting of shareholders held once a year. For a private limited company, the AGM must be held within 6 months from the close of the financial year, i.e. by 30 September for a 31 March year-end. The first AGM can be held within 9 months of the end of the first financial year, i.e. by 31 December. A shorter notice (14 days instead of 21) is allowed for an AGM in a private company, provided consent is obtained from all members entitled to attend and vote.
AOC-4 — Financial Statements
Form AOC-4 is used to file the financial statements of the company. The attachments include:
- Balance Sheet as at the end of the financial year.
- Statement of Profit and Loss for the year.
- Cash Flow Statement (mandatory for companies with paid-up capital > Rs 10 crore or turnover > Rs 25 crore; one-time MCA clarification exempts OPCs and small companies with turnover up to Rs 2 crore).
- Notes to accounts (Schedules III of the Companies Act).
- Director's Report (Annexure to Board's Report) — includes extract of annual return, particulars of loans / guarantees / investments, board composition, board meetings held, related party transactions, and CSR activities if applicable.
- Auditor's Report — the statutory auditor's report on the financial statements, including the CARO (Companies Auditor's Report Order) 2020 annexure if applicable.
- Consolidated Financial Statements — required if the company has subsidiaries, joint ventures, or associates.
The form must be signed by a director and the CFO / Company Secretary (if applicable). The filings are done on the MCA portal using the company's DSC and the CFO / Director's DSC.
MGT-7 — Annual Return
Form MGT-7 is the annual return. It contains:
- Company details — CIN, registered office, principal business activities.
- Share capital — number of shares, paid-up capital, shareholding pattern, changes during the year.
- Directors and KMP — names, DIN, dates of appointment, residential addresses.
- Promoter, promoter group, and related parties.
- Members — list of shareholders at the AGM, transfers during the year, beneficial ownership.
- Auditors — names, membership numbers, date of appointment.
- Meetings — number of board meetings, AGM, and committee meetings held during the year.
- Remuneration — drawn by directors and KMP, separately for executive and non-executive directors.
- CSR — if applicable, the brief outline of the CSR policy and the amount spent.
Small companies (paid-up capital < Rs 2 crore, turnover < Rs 20 crore) and OPCs use MGT-7A — a simplified one-page form.
ADT-1 — Auditor Appointment
Form ADT-1 is filed within 15 days of the AGM at which the statutory auditor is appointed or re-appointed. For the first auditor (appointed by the Board within 30 days of incorporation), the form is filed within 15 days of the Board's appointment. The form requires the auditor's consent, board resolution, and the auditor's details.
MGT-14 — Resolutions
Form MGT-14 is filed for certain resolutions passed at board meetings or EGMs, within 30 days of the resolution. Resolutions that require MGT-14 filing include:
- Change in the objects of the company.
- Alteration of the AOA.
- Change in financial year.
- Issue of sweat equity shares.
- Approval of a related party transaction in excess of the threshold.
- Borrowing in excess of paid-up capital and free reserves (under Section 180).
MCA late filing fees (additional fees)
For AOC-4, the additional fee is Rs 200 / day. For MGT-7, it is Rs 100 / day for OPC / small company and Rs 200 / day otherwise. For ADT-1, it is Rs 300 / day. After 300 days, the form is treated as non-filed and the company is marked "ACTIVE-non-compliant" on the MCA portal. After 270 days of being non-compliant, the company's CIN can be struck off by the ROC.
Pre-filing checklist
- Financial statements prepared and signed by the director and the CFO (if any).
- Director's Report drafted, with the extract of the annual return (MGT-9) and CSR annexure (if applicable).
- Auditor's Report received from the statutory auditor.
- Board meeting held to approve the financial statements, the director's report, and to recommend the dividend (if any).
- AGM held within 6 months of the financial year-end, with the financial statements and the director's report laid before the members.
- AGM minutes signed, attendance register preserved, and AGM resolutions passed (including the auditor's appointment).
- All forms drafted, with digital signatures available for the director and the company secretary / CFO.
- Filed on the MCA portal with the correct SRN, fees paid, and acknowledgement retained.
FAQ
What if my company had no transactions during the year?
You still file AOC-4 and MGT-7. The financial statements would be a one-line "no income / no expenditure" balance sheet, and the annual return would declare nil members. The ROC filings are mandatory regardless of activity.
What is the difference between MGT-7 and MGT-9?
MGT-7 is the annual return itself. MGT-9 is the extract of the annual return, which used to be attached to the director's report. Since 2020, MGT-9 is no longer required as a separate form — the extract is now part of the director's report annexure.
Can I file AOC-4 and MGT-7 after the due date?
Yes, with additional fees as prescribed. The fees compound daily, so it is cheaper to file on time than to delay.
For end-to-end ROC compliance, including AOC-4, MGT-7, MGT-7A, ADT-1, and event-based filings, talk to a CA at ABMCO.
Enjoyed this article?
Get similar educational content from ICAI-registered CAs — once a month. No service pitches.
No spam. One-click unsubscribe. We never share your email.