Reading an AOC-4 and an MGT-7: financial statements and annual return

Every company in India files two documents with the Registrar of Companies (ROC) each year: its financial statements in Form AOC-4 and its annual return in Form MGT-7 (or MGT-7A). Between them they hold most of what the public record says about a company's money, ownership and governance.

The timeline both forms hang off

Both forms are tied to the annual general meeting (AGM).

• Under s.96 of the Companies Act, 2013, a company holds its AGM within six months of the end of the financial year, and not more than fifteen months after the previous AGM. The first AGM is due within nine months of the end of the first financial year. The ROC may extend the time for an AGM other than the first by up to three months.
• For a 31 March year end, the usual last date for the AGM is therefore 30 September.

AOC-4: financial statements

The legal basis

Section 137 requires a company to file a copy of its financial statements, adopted at the AGM, with the ROC within 30 days of the AGM. If the statements are not adopted at the AGM, the unadopted statements must still be filed within 30 days and the ROC records them as provisional until the adopted ones are filed. If no AGM is held, the statements are filed within 30 days of the last date on which the AGM should have been held, with a statement of facts and reasons. An OPC files within 180 days of the close of the financial year.

The form itself is prescribed by rule 12 of the Companies (Accounts) Rules, 2014.

The variants

• AOC-4: the standard form.
• AOC-4 CFS: for consolidated financial statements, where the company has subsidiaries, associates or joint ventures (s.129(3)).
• AOC-4 XBRL: for classes of companies required to file in XBRL under the Companies (Filing of Documents and Forms in Extensible Business Reporting Language) Rules, 2015. These include listed companies and their Indian subsidiaries, and companies above specified paid-up capital or turnover thresholds CHECK: current thresholds, commonly cited as paid-up capital of ₹5 crore or more or turnover of ₹100 crore or more, and the effect of the 2025 amendment to these rules.
• AOC-4 NBFC (Ind AS) and its CFS version for NBFCs following Ind AS.

What you will find in it

The e-form carries summary figures in structured fields: company and auditor details, AGM date, balance sheet and profit and loss figures, whether the auditor's report is qualified, CSR spending where s.135 applies, and related party disclosure. The real documents are attachments, typically:

• the full financial statements with notes;
• the board's report under s.134;
• the auditor's report, including the CARO report where applicable;
• Form AOC-1 (salient features of subsidiaries and associates) and Form AOC-2 (related party contracts under s.188), where applicable.

The form was redesigned for the MCA V3 portal in July 2025 and applies to financial statements for years ending on or after 31 March 2025 CHECK: confirm revised AOC-4 effective date and the year to which it applies. Older filings are in the previous format, so expect fields to differ across years.

What to look for

• Auditor's qualifications, emphasis of matter and CARO remarks. These are often the most informative part of the filing.
• Borrowings and contingent liabilities in the notes, compared with the index of charges.
• Related party transactions in AOC-2 and the notes.
• A change of auditor without an explanation in the board's report.

MGT-7 and MGT-7A: annual return

The legal basis

Section 92(1) sets out the contents of the annual return. Section 92(4) requires it to be filed within 60 days of the AGM, or of the date on which the AGM should have been held, together with a statement of reasons if no AGM was held. The form and certification requirements are in rule 11 of the Companies (Management and Administration) Rules, 2014.

Since 2021, OPCs and small companies file the abridged Form MGT-7A; other companies file MGT-7. The definition of small company was revised with effect from 1 December 2025 to paid-up capital not exceeding ₹10 crore and turnover not exceeding ₹100 crore CHECK: G.S.R. 880(E) dated 1 December 2025, and which financial year's figures apply. Holding and subsidiary companies, section 8 companies and companies governed by a special Act cannot be small companies.

Who signs

The annual return is signed by a director and the company secretary, or by a company secretary in practice where there is no company secretary. For an OPC or small company, it is signed by the company secretary, or by a director where there is no company secretary.

For a listed company, and a company above prescribed paid-up capital or turnover thresholds, the annual return must also be certified by a company secretary in practice in Form MGT-8 CHECK: thresholds in rule 11(2), commonly cited as paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more.

What you will find in it

• registered office, principal business activities, and group companies;
• share capital, debentures and indebtedness, with changes during the year;
• members and debenture holders, promoters, directors and key managerial personnel, with changes;
• meetings of members, the board and committees, with attendance;
• remuneration of directors and key managerial personnel;
• penalties, punishment and compounding of offences;
• certification of compliance and disclosures.

The list of shareholders is normally an attachment. For a private company this is often the only public source of who owns it.

What to look for

• Shareholding compared with the previous year's return and any PAS-3 (allotment) filings.
• Directors compared with the DIR-12 filings on record.
• Penalties and compounding disclosed.
• Number of board meetings, compared with the minimum in s.173.

Late filing, in outline

Two separate consequences follow late filing. They are often confused.

1. Additional fee. The MCA system charges an additional fee on late e-forms under s.403 and the Companies (Registration Offices and Fees) Rules, 2014. For AOC-4 and MGT-7 filed late, this has been ₹100 per day of delay since 1 July 2018, with no upper limit CHECK: current rule text and whether any cap now applies. The portal calculates it at filing.
2. Penalty. Separately, s.137(3) and s.92(5) provide for penalties adjudicated under s.454. As amended in 2020, both provide for ₹10,000 on the company plus ₹100 per day of continuing default, up to ₹2 lakh for the company and ₹50,000 for each officer in default CHECK: confirm current text of s.137(3) and s.92(5) after the Companies (Amendment) Act, 2020.

MCA has at times relaxed additional fees by circular, most recently for financial year 2024-25 filings in General Circulars 06/2025 and 08/2025, which allowed filing without additional fees until 31 January 2026 CHECK: circular numbers and dates. Always check for a current relaxation before calculating exposure.

Repeated default has wider effects: director disqualification under s.164(2)(a) after three continuous financial years, and exposure to strike-off under s.248.

LLPs: Form 8 and Form 11

LLPs file two annual forms under the Limited Liability Partnership Act, 2008 and the LLP Rules, 2009:

• Form 11, annual return (s.35, rule 25): within 60 days of the end of the financial year, so by 30 May for a 31 March year end. It shows partners, designated partners and contributions.
• Form 8, statement of account and solvency (s.34, rule 24): within 30 days from the end of six months of the financial year, so by 30 October. It carries a solvency declaration by designated partners and summary accounts.

Late LLP filings attract additional fees CHECK: secondary sources disagree on whether the current scale is a flat ₹100 per day or a slab multiplier with a daily element under the LLP (Amendment) Rules, 2022; confirm the current rule.

Reading them together

Read the same year of both forms side by side, then compare with the previous year. Inconsistencies between them, or with the master data, are where the questions are.

NyayAssist MCA downloads both forms with their attachments and lists each figure against the filing it came from, so a reviewer can go straight to the source.