MCA Annual Filing for Pvt Ltd: AOC-4 and MGT-7 Explained

Every Pvt Ltd in India, no matter how small, has a yearly compliance ritual with the Ministry of Corporate Affairs. It runs in three legs: hold an Annual General Meeting (AGM) that adopts your audited accounts, file Form AOC-4 with those accounts within 30 days of the AGM, and file Form MGT-7 with the year's annual return within 60 days of the AGM. Skip any leg and the daily penalty clock starts. Skip three years in a row of either AOC-4 or MGT-7 and your directors get disqualified automatically under Section 164(2)(a).

These three events sit on a strict timeline. The AGM must happen by 30 September of the calendar year following the financial year. AOC-4 is filed within 30 days of the AGM. MGT-7 is filed within 60 days of the AGM. So for FY 2025-26, the absolute outer dates assuming a 30 September 2026 AGM are:

Every company registered under the Companies Act, 2013, including private limited, public limited, OPC and Section 8 companies. There is no revenue exemption, no first-year exemption, and no dormant exemption. A company with zero revenue, zero employees and zero transactions still files the same forms as a fully operational company. The only difference is that its forms will be NIL or near-NIL.

AOC-4 is the financial statement filing. It carries your audited balance sheet, profit and loss, cash flow (where applicable), notes to accounts, board's report, auditor's report, and a few Section 134 disclosures. Most companies file the regular AOC-4. Small companies and OPCs can use the lighter AOC-4 (XBRL not required for them in most cases).

MGT-7 is the annual return. It captures the year's snapshot of who owns the company and who runs it. Small companies and OPCs file MGT-7A, a shorter version. Everyone else files MGT-7 in full.

Both AOC-4 and MGT-7 carry late fees of Rs 100 per day with no upper cap. The cap is missing on purpose, the law assumes that if you've gone six months past deadline, you should pay six months of fees. The fee runs on the company and on every officer in default (which usually means every director).

This is the headline risk and the reason MCA filings can never be a back-burner item. Section 164(2)(a) of the Companies Act 2013 states that any director of a company that has not filed financial statements (AOC-4) or annual returns (MGT-7 or MGT-7A) for any continuous period of three consecutive financial years is disqualified for five years from the date of the default. Note the use of 'or' in the statute, non-filing of either AOC-4 or MGT-7 for the three-year window triggers the disqualification. The disqualification is automatic, not discretionary. It applies across every other company you direct, not just the defaulting one. It's published on the public MCA portal where investors, banks and customers can see it. Reinstatement requires going to NCLT or, where applicable, applying for relief through specific MCA windows.

Beyond personal disqualification, the company itself can be struck off the register under Section 248. ROC issues notices to companies that have not filed for two or more years and proceeds with strike-off if no response. A struck-off company immediately loses its bank accounts (banks freeze on receipt of MCA notice), its PAN gets cancelled, and contracts in its name become unenforceable. Reviving a struck-off company through NCLT typically takes 12 to 18 months and costs over Rs 1 lakh in legal and professional fees, plus all the back-filings with full late fees.

Every term sheet diligence pulls your MCA Master Data. So does every bank loan, every large enterprise contract, every government tender. Pending AOC-4 or MGT-7 shows as a red flag with the date of last filing. Many founders only learn this exists when their seed round is held up because of a missing MGT-7. By that point fixing it takes a week, money and a sheepish explanation to the investor. Cheaper to file on time.