Question 1

What are the mandatory annual ROC filings for a private limited company?

Accepted Answer

Every private limited company must file annually: Form AOC-4 (financial statements — within 30 days of AGM); Form MGT-7 or MGT-7A (annual return — within 60 days of AGM, or by 31 August whichever is earlier for OPCs/small companies). AGM must be held within 6 months of year-end (before 30 September each year). New companies must hold their first AGM within 9 months of the first financial year-end. Penalty for non-filing: ₹100/day per form under Section 137/92, plus officer penalties.

Question 2

What is AOC-4 and what are its attachments?

Accepted Answer

AOC-4 (Form for filing financial statements) carries: audited balance sheet, P&L account, notes to accounts, directors' report, and audit report. The auditor signs the financial statements with a UDIN before uploading. Attachments for the CFS (Consolidated Financial Statements) are separately filed in AOC-4 CFS if the company has subsidiaries/associates. The financial statements must be adopted at the AGM before filing — pre-AGM filing is not valid.

Question 3

What is MGT-7 and what information does it include?

Accepted Answer

MGT-7 (Annual Return under Section 92) includes: registered and principal offices, holding/subsidiary/associate details, share capital and debentures outstanding, pattern of shareholding, details of promoters and directors with DIN, and changes during the year. For companies with paid-up capital > ₹10 crore or turnover > ₹50 crore, the Annual Return must be certified by a Company Secretary in Practice (MGT-8 certificate).

Question 4

What is the penalty for late filing of ROC annual returns?

Accepted Answer

Section 137/92 read with the Companies (Registration Offices and Fees) Amendment Rules 2021: additional fees for late filing — ₹100/day per form from the date of default, with no cap. A company can also be struck off under Section 248 if it fails to file annual returns for 3 consecutive years. Directors of defaulting companies can be disqualified under Section 164(2) — disqualification prevents them from being a director in any other company.

Question 5

What are the key changes in annual compliance under the Companies (Amendment) Act 2020?

Accepted Answer

Key changes: (a) MGT-7A introduced for OPCs and small companies — simplified single-page form instead of the detailed MGT-7; (b) penalty for first-time offences under Section 450 — lesser of ₹2,000 per day or ₹5 lakh (reduced from earlier higher amounts); (c) Section 446B — reduced penalties for small companies (50% of normal penalties); (d) removal of requirement to hold physical AGM — companies can now conduct AGMs via VC/OAVM under Companies Act 2013 + MCA circular.

Roc Annual Compliance

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