First AGM & ROC Filing: AOC-4, MGT-7 Deadlines & Penalties (2026)
Your company's first AGM triggers two cascading ROC filings: AOC-4 (financial statements, 30 days) and MGT-7/MGT-7A (annual return, 60 days). Miss either deadline and face ₹100/day penalties up to ₹2 lakh for the company. Learn exact dates, filing steps on MCA V3, and how to use CCFS-2026 to clear past defaults.
CA Harun Raaj
Chartered Accountant · Harun Raaj & Associates
Legal basis: Section 96(1) and Section 137(1) of the Companies Act, 2013; Rule 12(1) and Rule 11(1) of the Companies (Accounts) Rules, 2014 and Companies (Management and Administration) Rules, 2014 respectively — Effective: ongoing. Source: MCA) website (https://www.mca).gov.in/content/mca/global/en/notifications-tender/circulars.html). Last reviewed by CA Harun Raaj: January 2026.
Why Your First AGM Is the Starting Gun for ROC Filing Season
If your company was incorporated before 31 March 2026 with a March 31 financial year-end, your first Annual General Meeting must be held by 30 September 2026 under Section 96(1) of the Companies Act, 2013. Once that meeting closes, two ROC filings cascade immediately — Form AOC-4 (financial statements) and Form MGT-7 or MGT-7A (annual return) — each with its own deadline and daily penalty for delay.
Section 96(1) requires every company (other than a One Person Company) to hold its first AGM within 9 months from the close of the first financial year. For a 31 March financial year-end, that deadline is 30 September 2026. Subsequent AGMs must be held within 6 months from the close of each financial year, and the gap between successive AGMs must not exceed 15 months.
One Person Company (OPC) exception: An OPC is not required to hold an AGM at all (Section 96(1) proviso). Its financial statements (AOC-4) are due within 180 days from the close of the financial year — i.e., by 27 September 2026 for FY 2025-26. The OPC then files Form MGT-7A (simplified annual return) within 60 days of the close of the financial year.
Key point: Miss your AGM deadline and you trigger daily penalties on two separate forms (AOC-4 and MGT-7/7A), each with different due dates — failure to hold the AGM itself also exposes every director to personal liability.
The Filing Cascade: AOC-4 and MGT-7 Deadlines
Once the AGM is held, two ROC filings are triggered. The table below shows what each form covers, its statutory basis, and when it is due:
Practical timeline if your AGM is held on 30 September 2026:
- AOC-4 due: 30 October 2026
- MGT-7/MGT-7A due: 29 November 2026
Delays on either form trigger daily penalties under Section 137(3) (AOC-4) and Section 92(5) (MGT-7). The reduced penalty caps (₹2 lakh per company, ₹50,000 per officer) were introduced by the Companies (Amendment) Act, 2020. Small companies are eligible for further penalty reduction under Section 446B.
Who Files MGT-7 vs MGT-7A?
Two categories of companies file the simplified Form MGT-7A instead of the full Form MGT-7:
- One Person Companies (OPCs) — always file MGT-7A; no AGM required.
- Small companies — defined under Section 2(85) as companies with paid-up share capital ≤ ₹4 crore AND turnover ≤ ₹40 crore (as per the Companies (Specification of Definitions Details) Amendment Rules, 2023).
All other private and public companies file MGT-7, which must be certified by a Practising Company Secretary (PCS) under Rule 11(1). MGT-7A does not require PCS certification unless the company is required to appoint a whole-time company secretary under the Companies Act.
How CCFS-2026 Helps Clear Past Defaults
If your company has overdue AOC-4 or MGT-7 filings for earlier financial years (FY 2023-24 and prior), the Companies Compliance Facilitation Scheme 2026 (CCFS-2026) allows you to file those at only 10% of the applicable additional fees.
CCFS-2026 timeline: Valid from 24 February 2026 to 31 August 2026 (per MCA General Circular No. 01/2026 and extended by General Circular No. 03/2026).
CCFS-2026 covers: AOC-4, MGT-7/7A, ADT-1 (auditor appointment), and other annual forms for earlier financial years that are overdue.
CCFS-2026 does NOT cover: FY 2025-26 forms (AOC-4, MGT-7/7A due in October–November 2026) because their standard due dates have not yet passed. The scheme applies only where the standard due date has already elapsed.
Strategic compliance use: If your company has missed AOC-4 or MGT-7 for FY 2023-24 or earlier, file those overdue forms through CCFS-2026 before 31 August 2026 to clear backlogs at minimal cost — then prepare your FY 2025-26 cascade filings on time. If you have already received an adjudication notice, immunity is still available if you file within 30 days of the notice.
Step-by-Step: Filing AOC-4 on MCA V3
Form AOC-4 (financial statements) must be filed within 30 days of AGM approval.
- Board approval: The Board approves the financial statements at a board meeting. The auditor's report (prepared under SA 700 series) must be attached.
- AGM approval: Shareholders adopt the financial statements at the AGM (Section 129(3) applies for consolidated statements where necessary).
- Login to MCA V3: Navigate to Company E-Filing → Annual Filing → Form AOC-4.
- Attach required documents: Balance Sheet, Profit & Loss Account, Notes to Accounts, Auditor's Report, Board's Report, Form MGT-8 (if applicable), consolidated financials (if applicable).
- Sign with Director DSC: The form must be signed with the director's Digital Signature Certificate (mandatory). CFO or Company Secretary attestation may be required depending on company size and policy.
- CA certification: A Practising Chartered Accountant certifies the form.
- Pay filing fee: ₹300 to ₹1,200 depending on authorised capital (as per the Schedule of Fees, Companies Registration Offices and Fees Rules, 2014).
- Processing: Straight-Through Processing (STP) typically applies to private companies — expect approval in 2–5 business days.
Step-by-Step: Filing MGT-7/MGT-7A on MCA V3
Form MGT-7 (or MGT-7A for OPCs and small companies) must be filed within 60 days of AGM.
- Prepare the annual return as of the date of the AGM, including all shareholder, director, and charge details.
- PCS certification (MGT-7 only): For MGT-7, a Practising Company Secretary signs Form MGT-8 (Secretarial Audit Report) if the company is required to obtain a secretarial audit. For companies with turnover > ₹250 crore or paid-up capital > ₹25 crore, PCS certification of MGT-7 is mandatory. No PCS signature required for MGT-7A unless the company is required to appoint a whole-time company secretary.
- Login to MCA V3: Navigate to Company E-Filing → Annual Filing → MGT-7 or MGT-7A.
- Sign with DSC: Director DSC is mandatory; PCS DSC is required for MGT-7 (if PCS certification applies). Director DSC only is sufficient for MGT-7A.
- Pay filing fee: ₹200 to ₹600 depending on authorised capital.
- Submit: File before the 60-day deadline from AGM.
Penalties and ROC Enforcement
Under Section 137(3) (for AOC-4) and Section 92(5) (for MGT-7), the company and every officer in default are liable to a penalty of ₹100 per day of continued default, subject to maximum caps:
- Company: ₹2 lakh maximum
- Each officer in default: ₹50,000 maximum
These reduced caps were introduced by the Companies (Amendment) Act, 2020. Small companies are eligible for penalty reduction of up to 50% under Section 446B. During AGM season, ROC benches at Bangalore, Chennai, and Coimbatore have issued multiple Section 454 adjudication orders for late MGT-7 and AOC-4 filings — enforcement is active and escalating.
I'm CA Harun Raaj. If this affects your company's compliance calendar, reach out.
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See Also
Frequently Asked Questions
When must we hold our first AGM if we were incorporated in December 2025?+
Your first AGM must be held within 9 months from the close of your first financial year. If your financial year closes on 31 March 2026, the AGM must be held by 30 September 2026 under Section 96(1) of the Companies Act, 2013. If your financial year is different, add 9 months to your year-end date to find your AGM deadline.
Can we extend the AGM deadline if we cannot hold it by 30 September?+
The Registrar of Companies may extend the AGM date by up to 3 months on showing sufficient cause under Section 96(1). This extension is discretionary and not automatically available. You must apply to the ROC in writing with reasons before the deadline. Extension for the first AGM is generally harder to obtain than for subsequent AGMs.
What happens if we miss the AOC-4 or MGT-7 filing deadline?+
Both the company and every officer in default face a penalty of ₹100 per day of continued default under Section 137(3) (AOC-4) and Section 92(5) (MGT-7). The maximum penalty is ₹2 lakh for the company and ₹50,000 per officer. Small companies are eligible for a 50% reduction in penalty under Section 446B. ROC benches actively issue adjudication orders for late filings.
Our company is an OPC — when are our annual forms due and do we need an AGM?+
OPCs are exempt from holding an AGM under Section 96(1) proviso. Your Form AOC-4 is due within 180 days from the close of your financial year (27 September 2026 for FY 2025-26). Your Form MGT-7A (simplified annual return) is due within 60 days from the close of the financial year (29 May 2026 for FY 2025-26). Verify this date immediately with your CA if it may have passed.
Does CCFS-2026 help if we haven't filed AOC-4 for FY 2023-24?+
Yes. CCFS-2026 (valid until 31 August 2026) covers overdue AOC-4 and MGT-7 filings for earlier financial years at only 10% of the applicable additional fees. File your backlog forms before 31 August 2026. Immunity is still available even if an adjudication notice has been issued, provided you file within 30 days of receiving the notice.
Is Form ADT-1 (auditor appointment) also due after the AGM?+
Yes. Under Section 139(1) and Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014, Form ADT-1 must be filed within 15 days of the AGM at which the auditor is appointed or re-appointed. ADT-1 is also covered under CCFS-2026 for overdue filings in prior years at 10% of the applicable additional fees.
Do we need PCS certification for MGT-7A?+
No, Form MGT-7A does not require Practising Company Secretary (PCS) certification unless your company is required to appoint a whole-time company secretary. MGT-7A is filed by OPCs and small companies (paid-up capital ≤ ₹4 crore and turnover ≤ ₹40 crore). The full Form MGT-7 requires PCS certification under Rule 11(1) of the Companies (Management and Administration) Rules, 2014.
Our company has never filed any annual return — what should we do?+
If filings are overdue for 2 or more years, the ROC may issue a notice under Section 248 for strike-off (removal of your company's name from the register). Use CCFS-2026 before 31 August 2026 to regularise all past defaults at 10% of additional fees. If a strike-off notice has already been issued, consult a practising CA or CS immediately — you have limited time to respond and regularise.
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