ROC Annual Filing — AOC-4, MGT-7A

Two independent annual filing obligations anchor a company's ROC compliance calendar. Section 137 of the Companies Act, 2013 requires every company to file a copy of its financial statements, adopted at the AGM, with the Registrar within 30 days of the AGM, in Form AOC-4 (Form AOC-4 CFS for companies required to prepare consolidated financial statements, Form AOC-4 XBRL where the XBRL mandate applies under the Companies (Accounts) Rules, 2014). Section 92 requires every company to file an annual return, made up to the close of the financial year, within 60 days of the AGM, in Form MGT-7 (Form MGT-7A for small companies and OPCs, per the Companies (Management and Administration) Amendment Rules, 2021).

Where the AGM is not held, both filings are computed from the date on which the AGM should have been held under the Act. Section 403, read with the Companies (Registration Offices and Fees) Rules, 2014, permits filing after the prescribed period on payment of additional fees calculated on a slab basis tied to the number of days of delay, beyond which the filing may still be accepted with a higher additional fee, subject to any specific condonation scheme in force. Non-filing exposes the company and every officer in default to penalty under Section 92(5)/(6) and Section 137(3), in addition to the additional filing fees.

ROC annual filing is the preparation and the filing of the two annual returns a company must make to the Registrar of Companies under the Companies Act 2013 — the annual financial statements in Form AOC-4 under Section 137, and the annual return in Form MGT-7 under Section 92 — together with the documents that accompany them, within the prescribed periods after the annual general meeting. The annual filing is the company's yearly declaration to the ROC, and it is the filing whose default carries the heaviest consequences.

The annual filing is the company's annual report to the registry — the financial statements with the auditor's report in the AOC-4, and the annual return with the members, the shareholding, the indebtedness and the changes in the MGT-7 — each filed within the prescribed period after the AGM. The filings are the record the ROC, the banks and the regulators read about the company, and the late or the missing filing attracts the additional fee and the penalties under the Act.

The cost of a missed annual filing is the compounding default: the additional fee that multiplies with the delay, the penalties under Sections 92 and 137, the company marked as a defaulting company, and the directors exposed to the disqualification for the persistent defaults.

This service is for companies preparing their annual filings. We prepare the financial statements and the board report for the AOC-4, prepare the annual return in the MGT-7 with the members, the shareholding and the changes, hold and document the AGM, and file the forms within the prescribed periods — so the company's annual declaration to the ROC is made, on time and correct.