AOC-4 Filing (Financial Statements)

If your AGM is held earlier (say 15 August 2026), the AOC-4 deadline is 14 September 2026, not 30 October. The 30-day clock runs from the actual AGM date, not the latest possible AGM date. If the AGM is not held at all (which itself violates Section 96), AOC-4 is due 30 days from the date the AGM should have been held.

Most early-stage Pvt Ltds file regular AOC-4. Crossing the XBRL threshold (paid-up capital Rs 5 Cr or turnover Rs 100 Cr) is a one-way door, once you cross, you file in XBRL forever, even if you fall back below the threshold in future years.

• •Audited balance sheet as on 31 March 2026, signed by two directors and the auditor.
• •Audited profit and loss account for FY 2025-26, similarly signed.
• •Cash flow statement (mandatory for non-small companies).
• •Notes to accounts forming part of the financial statements.
• •Directors' report covering matters under Section 134 (state of affairs, dividend, reserves, related party transactions, energy/foreign exchange disclosures, etc.).
• •Auditor's report under Section 143, including CARO 2020 reporting where applicable.
• •Statement of subsidiaries in Form AOC-1, if the company has subsidiaries or associates.
• •Secretarial audit report under Section 204, if the company crosses any of the thresholds in Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: every public company with paid-up share capital of Rs 50 Cr or more, every public company with turnover of Rs 250 Cr or more, and (since the amendment dated 3 January 2020 effective from FY 2020-21) every company including private companies with outstanding loans or borrowings from banks or public financial institutions of Rs 100 Cr or more.
• •Corporate Social Responsibility (CSR) report, if Section 135 applies (net worth Rs 500 Cr / turnover Rs 1000 Cr / net profit Rs 5 Cr).

Two layers of penalty stack on missed filings: (a) Section 403 additional fee of Rs 100 per day from the due date, with no upper cap, charged on the form itself; (b) Section 137(3) statutory penalty of Rs 10,000 base plus Rs 100 per day of continuing default, capped at Rs 2,00,000 on the company and Rs 50,000 on each officer in default (MD, CFO, or designated director). The Section 403 fee runs uncapped, the Section 137(3) penalty caps at the figures above. Both apply together until cured.

• •One director of the company (using their DSC linked to their DIN).
• •The Chief Financial Officer (CFO) if the company has appointed one. If not, a second director's DSC works.
• •A practising Chartered Accountant, Cost Accountant, or Company Secretary, certifying the form. Per Rule 9(b) of the Companies (Registration Offices and Fees) Rules 2014, AOC-4 pre-certification by a practising professional is mandatory for every company OTHER than One Person Companies (OPCs) and small companies. OPCs and small companies are exempt from this professional certification, only the director and CFO signatures are required.

All DSCs must be Class 3 and the underlying DIN/PAN combination must be active on MCA-21. A common cause of rejection is a director whose DIN was deactivated for non-filing of DIR-3 KYC. Always verify DIN status 7 days before filing.

• •Step 1: Hold the AGM (by 30 September 2026 for FY 2025-26). Adopt the financial statements and reappoint the auditor.
• •Step 2: File AOC-4 (within 30 days of AGM, so by 30 October 2026). Includes the AGM-adopted financial statements.
• •Step 3: File MGT-7 or MGT-7A (within 60 days of AGM, so by 29 November 2026). The annual return.
• •Step 4: File ADT-1 (within 15 days of AGM, so by 15 October 2026). Auditor appointment intimation.

ADT-1 is technically due before AOC-4 even though it concerns auditor appointment. File it first to avoid having to refile AOC-4 if the auditor record on MCA records doesn't match what AOC-4 declares.

• •AGM date in AOC-4 doesn't match AGM date in board minutes. The MCA cross-references this with MGT-15. Reconcile before filing.
• •Directors' report doesn't include all Section 134 disclosures. CSR disclosure, related party transactions, conservation of energy, foreign exchange earnings/outgo, and the explicit statement on internal financial controls all have specific drafting requirements.
• •Auditor's signature missing or DSC mismatch. The auditor signs the financial statements, not AOC-4 itself, but a name and membership number mismatch flags the form.
• •Wrong form variant filed. Filing AOC-4 instead of AOC-4 XBRL once you've crossed the XBRL threshold is treated as defective filing, not a fresh filing.
• •Form filed before the AGM date. Sounds obvious but happens, especially when an AGM gets pushed and someone forgets to update the form before submission.