"We filed the ITR, so the company is compliant": what MGT-7 and AOC-4 actually require

Every year around this time we get the same call: "We've filed the income tax return, the accounts are audited, everything is done." It is not done. The income tax return goes to the Income Tax Department. The company's financial statements and annual return go to the Registrar of Companies, on entirely separate forms, with entirely separate deadlines, and entirely separate penalties that run at Rs.100 per day with no upper limit. A company that files its ITR perfectly and skips AOC-4 for three years does not get a tax notice — it gets its directors disqualified for five years across every company they sit on.

Here is what the law actually says, what the FY 2025-26 dates are, and what the arithmetic of delay looks like.

What the law actually says

Two provisions of the Companies Act 2013 sit behind these forms.

Section 137 requires every company to file a copy of its financial statements — balance sheet, profit and loss account, cash flow statement where applicable, notes, the auditor's report and the board's report — with the Registrar within 30 days of the annual general meeting. That filing is made in Form AOC-4.

Section 92 requires every company to prepare an annual return containing its registered office details, principal business activities, particulars of holding, subsidiary and associate companies, shareholding pattern, debentures, indebtedness, particulars of directors and key managerial personnel and changes in them, meetings held, remuneration of directors and KMP, penalties imposed, and matters relating to certification of compliances. Section 92(4) requires that return to be filed within 60 days of the annual general meeting. That filing is made in Form MGT-7.

The forms are not interchangeable and filing one does not satisfy the other. AOC-4 is your numbers. MGT-7 is your structure — who owns you, who runs you, and what you did during the year.

Three variants matter in practice:

• MGT-7A is the abridged annual return, available to a One Person Company and to a small company as defined in Section 2(85). It was introduced with effect from the financial year 2020-21.
• AOC-4 XBRL is mandatory for listed companies and their Indian subsidiaries, companies with paid-up capital of Rs.5 crore or more, companies with turnover of Rs.100 crore or more, and companies required to prepare financial statements under the Companies (Indian Accounting Standards) Rules 2015.
• AOC-4 CFS is the additional filing for consolidated financial statements where the company has a subsidiary, associate or joint venture.

The trigger date for both deadlines is the AGM, not the financial year end. Under Section 96, the AGM must be held within six months of the close of the financial year — 30 September 2026 for the year ended 31 March 2026 — and not more than fifteen months may elapse between two AGMs. A One Person Company is exempt from holding an AGM altogether; for an OPC, Section 137(1) second proviso requires AOC-4 within 180 days of the close of the financial year, and MGT-7A within 60 days from the date on which the AGM ought to have been held.

Where paid-up capital is Rs.10 crore or more, or turnover is Rs.50 crore or more, the annual return must additionally be certified by a practising company secretary in Form MGT-8 under Section 92(2).

One point on the income tax side, because the calendar interacts. Under the Income-tax Act, 2025, which commenced on 1 April 2026, the year beginning 1 April 2026 is Tax Year 2026-27 — the Act has retired the "previous year / assessment year" pairing entirely. Your FY 2025-26 books are still governed by the Income-tax Act, 1961 and assessed in AY 2026-27, but the same audited financials feed both the ITR and AOC-4. And when you reconcile TDS before filing, the statement is now Form 168 under ITA 2025 (previously Form 26AS under ITA 1961). Same data, new form number — and MCA filings are unaffected by any of it.

Practical implications

The FY 2025-26 calendar, in concrete dates. For a private limited company with a 31 March 2026 year end that holds its AGM on the last permitted day:

If you hold the AGM earlier — say 20 August 2026 — both deadlines move earlier with it, to 19 September and 19 October. The deadline is tied to your AGM date, not to 30 September. Companies that hold an early AGM and then assume they have until end-October routinely file late for this reason.

The late fee is the part people underestimate. Additional fee on both forms runs at Rs.100 per day per form, from the day after the due date until the day of actual filing. There is no ceiling on it. A company that files AOC-4 and MGT-7 six months late is not paying a nominal penalty — it is paying roughly Rs.18,000 per form, Rs.36,000 in total, purely in additional fee. Two years late is over Rs.1.45 lakh across the two forms.

The statutory penalty is separate from and on top of the additional fee. Under Section 137(3), failure to file financial statements attracts a penalty on the company of Rs.10,000 plus Rs.100 for each day of continuing default, subject to a maximum of Rs.2,00,000; and on the managing director, chief financial officer, or in their absence any director charged by the board, Rs.10,000 plus Rs.100 per day, subject to a maximum of Rs.50,000. Section 92(5) imposes a comparable structure for the annual return: Rs.10,000 on the company plus Rs.100 per day of continuing default up to Rs.2,00,000, and the same on every officer in default up to Rs.50,000. Under Section 92(6), a company secretary in practice who certifies an annual return otherwise than in conformity with the Act faces a penalty of Rs.2,00,000.

The consequence that actually ends careers is Section 164(2). If a company fails to file financial statements or annual returns for a continuous period of three financial years, every person who was a director of that company becomes disqualified — and cannot be reappointed as a director in that company, or appointed in any other company, for five years. The director's DIN is deactivated on MCA21. This is where a dormant company that someone stopped filing for in 2022 surfaces in 2026 and freezes that person out of a live, profitable business they run elsewhere. Separately, under Section 248, the Registrar may initiate striking off where a company has not carried on business or operation for two immediately preceding financial years and has not applied for dormant status.

Do not plan around an extension. For FY 2024-25, MCA issued General Circular 06/2025 dated 17 October 2025 and then General Circular 08/2025 dated 30 December 2025, relaxing additional fees on AOC-4, AOC-4 CFS, AOC-4 NBFC (Ind AS), AOC-4 XBRL, MGT-7 and MGT-7A up to 31 January 2026. Those circulars were a response to the V3 portal migration, and they were one-off relief. Nothing in them carries forward to FY 2025-26. Treat 30 October and 29 November 2026 as firm.

Step-by-step: what to do

• Fix the AGM date now, and work backwards. Decide the AGM date in a board meeting, then write AGM + 30 and AGM + 60 into the compliance calendar as hard deadlines. Do not default to "30 September" in your head — if the AGM is earlier, everything is earlier.
• Close the audit before the notice goes out. Section 101 requires 21 clear days' notice of the AGM, and the audited financial statements, auditor's report and board's report must accompany it. Working backwards from a 30 September 2026 AGM, the notice must go out by 8 September 2026, which means the audit must be signed before that.
• Confirm which variant applies to you. Check paid-up capital and turnover against the small company definition in Section 2(85) for MGT-7 vs MGT-7A; against the Rs.5 crore / Rs.100 crore / listed / Ind AS tests for AOC-4 XBRL; and against Rs.10 crore / Rs.50 crore for MGT-8 certification. Getting the variant wrong means refiling, and the additional fee clock does not stop while you refile.
• Verify every director's DIR-3 KYC is current before you file. A deactivated DIN blocks the DSC from signing. This is the single most common reason a filing that was ready on time goes in three weeks late.
• File AOC-4 first, then MGT-7. The forms are independent, but MGT-7 draws on the same shareholding and financial data, and errors surface more cheaply in the AOC-4 pass.
• Preserve the SRN and challan for both. These are what you produce to a banker, a due diligence team, or an acquirer. A missing SRN in a data room reads as a compliance gap even when the filing was made.
• If you are already in default, quantify it before you decide anything. Compute the additional fee to date, add the Section 137(3) and 92(5) exposure, and check whether you are approaching the three-year Section 164(2) line. The cost of filing late is always lower than the cost of waiting another quarter, and the calculation is what makes that obvious to a board.

FAQ

We filed our income tax return on time. Does that cover the MCA filings?
No. They are separate statutes, separate authorities, and separate forms. The ITR goes to the Income Tax Department under the Income-tax Act; AOC-4 and MGT-7 go to the Registrar of Companies under the Companies Act 2013. Filing one has no effect on the other, and the ROC penalty clock runs regardless of your tax position.

Our company had no business activity all year. Do we still file?
Yes. Both AOC-4 and MGT-7 are mandatory for every company on the register, including a company with nil turnover. Financial statements showing nil figures still have to be prepared, audited, adopted at an AGM and filed. A dormant company is only relieved of the normal cycle if it has formally obtained dormant status under Section 455 by filing MSC-1 — and even then it files Form MSC-3 annually.

We missed the deadline by two months. What is the actual cost?
Additional fee of Rs.100 per day per form, so roughly Rs.6,000 on AOC-4 and Rs.6,000 on MGT-7 for a 60-day delay. The statutory penalties under Sections 137(3) and 92(5) are a separate exposure on top, and they apply to the officers in default personally, not only to the company.

Can a director be disqualified for one late filing?
No — Section 164(2) is triggered by failure to file financial statements or annual returns for three continuous financial years, not by a single delay. But the disqualification is automatic when that threshold is crossed, it runs for five years, and it attaches to the individual across every company they are a director of. One late year is a fee. Three is a career problem.

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