Annual ROC Filing (AOC-4 + MGT-7)

MGT-7 is the annual return under Section 92 and AOC-4 is the filing of financial statements under Section 137. They are separate ROC filings with different due dates and attachments. Both are core annual compliances for a company. (Companies Act, 2013, ss. 92, 137)

MGT-7 is due within 60 days of the AGM under Section 92(4). AOC-4 is due within 30 days of the AGM under Section 137(1). If no AGM is held, the filing clock runs from the date the AGM should have been held. (Companies Act, 2013, ss. 92(4), 137(1)-(2))

For MGT-7, Section 92(5) provides a penalty of Rs. 10,000 for the company and every officer in default, plus Rs. 100 per day of continuing failure, capped at Rs. 2 lakh for the company and Rs. 50,000 for the officer. For AOC-4, Section 137(3) uses the same basic structure: Rs. 10,000 plus Rs. 100 per day, capped at Rs. 2 lakh for the company and Rs. 50,000 for the responsible officers. Late filing can also attract additional fees under Section 403. (Companies Act, 2013, ss. 92(5), 137(3), 403)

Usually yes. The financial statements filed in AOC-4 are the adopted accounts, which normally require audit under Sections 129, 134 and 143 unless a specific exemption applies. So ROC filing is generally a post-audit step, not a substitute for audit. (Companies Act, 2013, ss. 129, 134, 143, 137)

DIR-3 KYC is the annual KYC requirement for directors under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014. It is separate from MGT-7 and AOC-4 and is tied to DIN compliance. In practice, it confirms the director's identity and contact details for MCA records. (Companies (Appointment and Qualification of Directors) Rules, 2014, r. 12A)

For MGT-7 and AOC-4, we usually need the audited financials, auditor report, board report, shareholding and director data, AGM date, and signatory details. Those documents map to the particulars required under Sections 92 and 137 and the associated rules. If there are prior-year defaults, we also need the earlier SRNs and financial statements. (Companies Act, 2013, ss. 92, 137)

Yes, if the engagement includes it. The law requires board reports, minutes and prescribed resolutions to exist and be maintained, so HRA can draft and organize them as part of compliance support even though the statutory duty remains with the company. Sections 118, 134 and 179 are the relevant anchors here. (Companies Act, 2013, ss. 118, 134, 179)

Two years of missed ROC filings already means mounting penalties, additional fees and a high-risk compliance profile. If financial statements or annual returns are not filed for any continuous period of three financial years, directors face disqualification under Section 164(2)(a), and prolonged non-use can also trigger strike-off proceedings under Section 248(1)(c). So 2+ years is serious even before the 3-year disqualification threshold is reached. (Companies Act, 2013, ss. 92(5), 137(3), 164(2)(a), 248(1)(c))