- The cycle is anchored to the AGM date: financial statements (AOC-4) are due within 30 days of it, the annual return (MGT-7) within 60 days.
- The AGM itself falls due within six months of the financial year-end — 30 September for a March year-end — and no more than 15 months after the last one.
- Failure to file financial statements or annual returns for three continuous financial years disqualifies every director who held office, for five years.
- Compliance also includes board meetings, statutory registers, auditor intimations and MSME payment reporting — not only ROC forms.
The annual cycle at a glance
For a company with a 1 April – 31 March financial year, the statutory year runs roughly as follows. Dates move with the financial year-end and with the actual AGM date; the AGM-linked deadlines are therefore expressed as “days after AGM”.
Indicative compliance year (March year-end)
- April – JuneClose books; board meets to approve accounts; statutory auditor’s fieldwork. Deposit-related return (DPT-3) falls due by 30 June.
- By 30 SeptemberAGM held (section 96) — the six-month outer limit. Directors complete DIN KYC where the MCA requires it.
- AGM + 30 daysFinancial statements filed with the Registrar in Form AOC-4 (section 137).
- AGM + 60 daysAnnual return filed in Form MGT-7, or MGT-7A for small companies and one person companies (section 92).
- 31 October · 30 AprilHalf-yearly MSME-1 return of payments outstanding for more than 45 days to micro and small suppliers.
- Through the yearAt least four board meetings with no more than 120 days between them (section 173); minutes, registers and disclosures kept current.
Form-by-form: what is filed and why
| Form | What it is | Statutory hook | Due |
|---|---|---|---|
| AOC-4 | Balance sheet, profit and loss account, auditor’s report, board’s report with XBRL where applicable | Section 137 | Within 30 days of AGM |
| MGT-7 / MGT-7A | Annual return: shareholding, directors, indebtedness, meetings held | Section 92 | Within 60 days of AGM |
| ADT-1 | Intimation of auditor appointment | Section 139 | Within 15 days of appointment |
| DPT-3 | Return of deposits and outstanding receipts / loans that are not deposits | Section 73 and Companies (Acceptance of Deposits) Rules | By 30 June |
| MSME-1 | Half-yearly return of dues to micro and small enterprises outstanding beyond 45 days | Section 405 | 31 Oct and 30 Apr |
| DIR-3 KYC | Director’s identity and contact verification for the DIN | Companies (Appointment and Qualification of Directors) Rules | As notified by MCA — check the current requirement |
| DIR-12 / INC-22 | Change in directors / change of registered office | Sections 170, 12 | Within 30 days of the change |
The AGM: small details that cause defects later
Section 96 requires an AGM every calendar year, with no more than 15 months between meetings. Notice must be served at least 21 clear days ahead unless shorter notice is consented to by the prescribed majority of members. Accounts adopted at the AGM are the accounts that go into AOC-4; if they are not adopted, the 30-day clock does not start and the company needs an adjourned meeting or an application for extension to the Registrar.
- Notice, explanatory statement and board’s report must be issued to every member, director and the auditor.
- Minutes must be signed and kept; attendance and proxy records are statutory registers.
- Where all members are directors and attend, the AGM can be short — but it must still be held, minuted and filed.
- Adjourning the AGM to “save” a deadline is not a substitute for the Registrar’s extension procedure under section 96(1).
What late filing costs
| Default | Consequence | Source |
|---|---|---|
| Any form filed late | Additional fee per day of delay on top of normal filing fee; no waiver once the window is missed | Section 403 and Companies (Registration Offices and Fees) Rules, 2014 |
| Financial statements not filed (AOC-4) | Penalty on the company and each officer in default, accruing daily up to a statutory ceiling | Section 137(3) |
| Annual return not filed (MGT-7) | Penalty on the company and officers in default | Section 92(5) |
| Three continuous years of non-filing | Directors disqualified from reappointment for five years, in every company they sit on | Section 164(2) |
| Company not carrying on business or operations | Registrar may strike the company’s name off the register after notice | Section 248 |
A working checklist
Year-end compliance file
- Audited financial statements signed by the auditor and approved by the board
- Board’s report with directors’ responsibility statement and any CSR/related-party annexures if applicable
- AGM notice, attendance register, minutes and adopted accounts
- AOC-4 and MGT-7 / MGT-7A filed with challans
- Register of members, directors, charges and contracts updated
- ADT-1 filed for any auditor appointment or reappointment
- DPT-3 filed; MSME-1 reviewed for both halves
- Directors’ disclosures of interest (MBP-1, DIR-8) collected at the first board meeting of the year
Order of operations after year-end
- 01
Close
Reconcile books, finalise provisions, tax computation and director’s remuneration.
- 02
Audit
Auditor’s report on the financial statements; board approves and signs.
- 03
Meet
Serve AGM notice; members adopt accounts; minutes recorded.
- 04
File
AOC-4 within 30 days, MGT-7 within 60 days; record SRNs in the compliance file.
Frequently asked
Is an AGM compulsory for a one person company?
No. Section 96(1) does not require an AGM for a one person company, although its financial statements and annual return must still be filed on the same rules, using the forms applicable to OPCs and small companies.
Can a company file late and just pay the fee?
Mostly yes — the MCA portal accepts delayed filings with additional fees — but the fees accrue per day and are not capped for many forms, and separate penalties under sections 92 and 137 can still be levied on the company and officers in default. Disqualification under section 164(2) is triggered by the period of non-filing, not by the amount of fees paid later.
Do dormant or loss-making companies still need to file?
Yes. Obligations arise from existence, not turnover. A company with no activity can apply for dormant status under section 455 or apply to be struck off; leaving it silent is the option that creates director disqualification risk.
Who signs the annual filings?
The prescribed forms are digitally signed by a director and, for financial statements, certified by a practising chartered accountant, company secretary or cost accountant depending on the form, in addition to the statutory auditor’s report.
Is annual compliance the same for a public company?
The core cycle (AGM, AOC-4, MGT-7) is the same, but public companies carry additional obligations — more board committees, independent directors above prescribed thresholds, and shorter or additional filings — which depend on listing status and size.
Statutes, thresholds and forms change by amendment and notification. This note reflects the position as understood at the date above; confirm the current text before acting. Not a substitute for advice from an advocate or chartered accountant on your facts.