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Pathak Associates

Company Annual ROC Filing

Annual ROC compliance including MGT-7, AOC-4, and board meeting management.

Every company registered in India files two forms with the Registrar each year — AOC-4 with the financial statements and MGT-7 with the annual return — whether or not it traded, and whether or not it made a profit. The additional fee for filing late is ₹100 per day, per form, with no upper limit, and after three consecutive years of default every director is disqualified for five years across every company they hold office in. That combination is what turns a forgotten company into a genuinely expensive problem.

Who this is for

  • Annual return filing
  • Financial statements
  • AGM management
  • Penalty avoidance

The process

What we actually do

  1. 1

    We work backwards from the AGM date

    Both filing clocks start at the annual general meeting: AOC-4 within thirty days, MGT-7 within sixty. A missed AGM does not pause them — it starts them from the date the meeting should have been held, and adds a separate default of its own.

  2. 2

    We prepare the financial statements and the board's report

    The balance sheet, profit and loss account, cash flow where required, and the directors' report with the disclosures the Act specifies. These have to agree with the audited accounts and with last year's closing figures.

  3. 3

    We file AOC-4 with the audit report attached

    The auditor's report and, where applicable, the secretarial audit report are attachments to AOC-4. A company cannot file without an auditor having signed, which is why an unappointed or resigned auditor blocks the whole annual cycle.

  4. 4

    We file MGT-7 or MGT-7A

    The annual return sets out shareholding, changes during the year, directors and their other directorships. Small companies and OPCs file the abridged MGT-7A.

  5. 5

    We clear backlogs oldest-first and quantify them before starting

    Where years are outstanding we compute the total additional fee before filing anything, so the decision to regularise or to strike off is made with the real number in front of you rather than after the first payment.

Who this is for

  • Every private and public limited company, including dormant ones with no activity at all
  • Companies whose AGM has been held and whose filing clocks are now running
  • Companies with a backlog of unfiled years, where the daily fee is still accruing
  • Directors who have discovered they are disqualified and need to understand why
  • Companies being prepared for a sale, a loan or a tender, where the filing history is checked

How long it takes

Five to ten working days per year once the audited accounts are signed. A backlog takes as long as the audits do — the filings themselves are quick, and it is the accounts behind them that govern the timeline.

If you do nothing

The fee compounds across two forms every year with no ceiling, and directors are disqualified after three years — which stops them signing filings for any other company they are on the board of, including healthy ones. Striking the company off is itself a filing that requires the arrears to be regularised first, so there is no cheap exit. The cheapest moment to deal with an unused company is always now.

The law, in figures

Dates, thresholds and sections

Every figure below carries the provision it comes from, so it can be checked.
WhatFigureSource
Financial statementsForm AOC-4 within 30 days of the AGMSection 137, Companies Act 2013
Annual returnForm MGT-7 within 60 days of the AGM; MGT-7A for small companies and OPCsSection 92, Companies Act 2013
AGM deadlineWithin 6 months of the financial year end, and 9 months for a first AGMSection 96, Companies Act 2013
Additional fee₹100 per day per form, with no upper limitSection 403 read with the Companies (Registration Offices and Fees) Rules 2014
Director disqualification5 years, after 3 consecutive years of non-filingSection 164(2)(a), Companies Act 2013
Striking offThe Registrar may strike off after 2 years of defaultSection 248, Companies Act 2013

What usually goes wrong

  • Assuming a dormant company with no transactions has nothing to file
  • Missing the AGM itself, which is a separate default and starts both filing clocks anyway
  • Letting the auditor's appointment lapse, which blocks AOC-4 entirely
  • Filing MGT-7 and not AOC-4, or the reverse — the daily fee runs on each form independently
  • Discovering the disqualification only when a filing for a different company is rejected

What non-compliance costs

  • ₹100 per day per form, uncapped, from the day the filing became due
  • Penalty on the company and every officer in default under sections 92(5) and 137(3)
  • Director disqualification for five years under section 164(2)
  • Striking off by the Registrar under section 248 after two years of default

These are statutory amounts, not our fees. What we charge depends on your situation and is quoted before any work starts.

Not to be confused with

These come up in the same conversation and are routinely treated as the same thing. They are not.

Income tax return

The company files annually with both the MCA and the Income Tax Department. They are separate obligations with separate deadlines, and satisfying one does nothing for the other.

Event-based filing

Annual filings happen every year. Event-based filings happen when something changes — a director, the registered office, the share capital — and have their own thirty-day windows.

Common questions

What does a company have to file every year?

Every private limited company must file its annual return in MGT-7 and financial statements in AOC-4 with the Registrar of Companies, hold at least four board meetings, get its accounts audited whatever its turnover, and file an income tax return. Directors must separately complete DIR-3 KYC by 30 September each year. ROC late fees accrue daily without a cap, which is why a company two years behind can owe more in penalties than it earned.

See all questions

Work like this

Terms you will come across

ROC
The Registrar of Companies is the Ministry of Corporate Affairs office that incorporates companies and holds their statutory filings, with a registrar for each state or group of states.

Related services

Company Annual ROC Filing

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