Company Annual Return
Filing of AOC-4 & MGT-7

Under Section 128(6), the managing director, the whole-time director in charge of finance, the CFO, or any other person charged by the Board for compliance shall be punishable with a fine of not less than ₹50,000 but which may extend to ₹5,00,000.

If the company does not file the ITR by the due date, it can still be filed with a penalty ranging from Rs. 1,000/—to Rs. 10,000/-. However, a late-filed ITR is known as a belated return. In case of a belated ITR, no loss of business or accumulated depreciation can be carried forward. It may be noted that the late ITR can be filed only up to 31 December of the assessment year.

Yes, every company registered under the Companies Act must file the annual ROC return and ITR within its due date. However, for newly incorporated companies, there is some relaxation on the time of holding the AGM. We have straightforward pricing to help companies with NIL or up to less than ten transactions during the financial year.

The essential documents for filing the ROC returns are the balance sheet, profit and loss account, and audit report. However, the company's annual return must include information concerning shares and registered address changes during the financial year. We would need all ROC filings done during the fiscal year.

The annual general meeting is generally conducted at the company's registered address. However, an AGM can be held at any other address within the city where the company has its registered address. Please note that the AGM can not be held on a Sunday or public holiday, and the best time is from 9:00 a.m. to 6:00 p.m.

The penalty for not filing financial statements is governed by Section 137(3). The company faces a penalty of ₹10,000, plus ₹100 for each day of continuing default (max ₹2,00,000). Key officers in default face a penalty of ₹10,000 plus ₹100 for each day of default (max ₹50,000). The penalties mentioned in your query relate to contraventions in the Board's Report under Section 134.

The due date depends on your AGM date. Form AOC-4 must be filed within 30 days of the conclusion of the AGM, while Form MGT-7 must be filed within 60 days. For FY 2024-25, if the AGM is held by September 30, 2025, MGT-7 is due by November 29, 2025, and AOC-4 by October 30, 2025.

Yes, if an AGM is not held, the company must file returns within 60 days from the date when one should have been held, along with reasons for not conducting one. The financial statements must still be filed within 30 days of the due AGM date with proper board approval.

MGT-7 is the standard annual return. MGT-7A is an abridged annual return for One-Person Companies (OPCs) and Small Companies. A small company is one with paid-up capital not exceeding ₹4 crores AND turnover not exceeding ₹40 crores. MGT-7A has fewer disclosure requirements than MGT-7.

For MGT-7, it must be signed by a Director and Company Secretary (if appointed), or by a Company Secretary in Practice if no company secretary is appointed. AOC-4 requires the signatures of the Director, CEO/CFO, and the certifying professional (CA/CS/CMA).

No, certification is mandatory only for listed companies or companies with paid-up share capital of ₹10 crores or more, or turnover of ₹50 crores or more. Such companies must get Form MGT-8 certified by a Company Secretary in Practice as per Section 92(2) of the Companies Act 2013.

If financial statements are not adopted in the AGM, the company must file unadopted statements within 30 days of the AGM with a statement of reasons. Once adopted in an adjourned AGM, revised statements must be filed within 30 days of the adjourned meeting.

No, once a company is struck off from ROC records, it cannot file returns. However, if the company is restored through a proper legal process under Section 252, it must file all pending returns with applicable penalties and additional fees.

If any return or report is filed with incorrect particulars or omits a material fact, knowing it to be false, the person is liable for fraud under Section 447. This includes imprisonment from 6 months to 10 years and a fine which shall not be less than the amount involved in the fraud, but may extend to three times the amount. A professional certifying such incorrect information is liable under Section 448 and faces disciplinary action.

A company that has obtained the status of a 'dormant company' under Section 455 is required to file a "Return of Dormant Company" annually in Form MSC-3. This return is filed within thirty days from the end of each financial year. They do not file the standard annual return in Form MGT-7.

A foreign company must prepare and file its annual return in Form FC-4 with the Registrar within sixty days from the last day of its financial year. This is required under Section 384 of the Companies Act, 2013, and the associated rules for foreign companies. They do not file Form MGT-7.

UDIN (Unique Document Identification Number) is mandatory for all certifications by Company Secretaries in Practice, including Form MGT-8 certification and signing of MGT-7. It ensures authenticity and prevents fraudulent certifications as per ICSI guidelines.

For MGT-7/7A, the penalty under Sec 92(5) is ₹10,000 plus ₹100 for each day of delay, capped at ₹2 lakh for the company and ₹50,000 for each officer. For example, a 100-day delay would be ₹10,000 + (₹100 x 100) = ₹20,000. This is separate from the standard late filing fee, which is also levied.

Yes, the annual return can be revised by filing a new form with updated information. However, the revision should be done promptly, with a proper board resolution explaining the reasons for the revision and payment of applicable fees.

The primary mandatory attachment is the list of shareholders and debenture holders. MGT-9 (Extract of Annual Return) is no longer required as an attachment; instead, the web link of the annual return, if any, is to be disclosed in the Board's Report. Other attachments may be required based on applicability, such as approval letters for any extension of the AGM.

AGMS can be conducted through videoconferencing or other audiovisual means as per MCA guidelines, especially post-COVID relaxations. However, proper notice, quorum, and documentation requirements must be followed regardless of the mode of conducting the AGM.

The annual return (MGT-7) is filed with the ROC under the Companies Act, containing company structure and governance details. The income tax return is filed with the income tax department and contains the financial performance for tax calculation. Both are mandatory but serve different regulatory purposes.

Yes, pending returns for multiple years can be filed together, but each year requires separate forms with applicable penalties and additional fees. To maintain proper compliance, it's advisable to file chronologically, starting from the oldest pending year.

If no company secretary is appointed, a Company Secretary in Practice must sign the annual return along with a director. Companies where a CS appointment is mandatory must first appoint a CS and then file returns.

No specific relaxations exist for startups in annual return filing. However, if they qualify as small companies or OPC, they can file the simplified MGT-7A form with reduced compliance burden and simplified procedures.

The statutory auditor prepares audited financial statements and an audit report, which are filed through AOC-4. The auditor must also file Form ADT-1 for their appointment/reappointment within 15 days of the AGM as per Section 139 requirements.

No. Filing Form AOC-4 requires attaching the audited financial statements, and the figures in Form MGT-7 are based on these audited financial statements. Therefore, completing the statutory audit is a prerequisite for annual filings. A dormant company must also get its financial statements audited before filing its annual return in Form MSC-3.

Digital signatures used for filing must be valid and current. Expired or revoked digital signatures will result in form rejection. It's recommended that DSC be renewed well before expiry to avoid filing delays and compliance issues.

After successful filing, you will receive an acknowledgement from the SRN (Service Request Number). You can verify status on the MCA portal using the company CIN and track the processing status of filed forms through the official portal.

If certified information is found false, the certifying professional faces a penalty of ₹2 lakhs under Section 92(6), professional misconduct proceedings, and possible debarment. The company and directors also face criminal liability under Section 447.