What every annual filing calendar should track
Indian companies generally file their financial statements and related documents under Section 137 of the Companies Act, 2013, and a separate annual return under Section 92. Track the financial year end, the statutory annual general meeting (AGM) deadline, the actual AGM date and any applicable MCA fee relief separately. An early AGM can bring the filing dates forward. Fee relief does not, by itself, extend either the statutory filing deadline or the time to hold the meeting.
1. Establish the AGM date under Section 96
- For companies other than one person companies (OPCs), an ordinary AGM is generally due within six months after the end of the financial year, with no more than 15 months between AGMs. For a 31 March year end, 30 September is the six-month date; the 15-month limit can require an earlier meeting.
- The first AGM is due within nine months after the first financial year closes. A company incorporated on 15 January 2024 whose first financial year ends on 31 March 2025 must hold its first AGM by 31 December 2025. If it meets the first AGM rule, it need not hold an AGM in its year of incorporation.
- The Registrar can extend the time for an AGM other than the first, for a special reason, by up to three months. Apply before the applicable deadline and retain the order; a GNL-1 submission does not itself grant an extension.
- Observe the statutory business hours, holiday and venue rules, including the venue option for an unlisted company with prior consent of all members, and check the scope and dates of any permission for VC/OAVM.
- An OPC does not hold an AGM. Where business requires a member resolution, Section 122(3) uses the sole member’s signed and dated entry in the minutes book; its date is deemed the meeting date for the purposes of the Act. The separate 180-day AOC-4 period runs from the financial year end.
2. File financial statements under Section 137
| Situation | Ordinary deadline or treatment | Illustration |
|---|---|---|
| AGM held and statements adopted | Within 30 days from the actual AGM | 30 September AGM: 30 October |
| Statements not adopted at AGM | File unadopted statements and required documents within 30 days from that AGM as a provisional filing; file the adopted statements within 30 days from the adjourned AGM at which they are adopted. | Track both dates separately. |
| No AGM held | File duly signed financial statements and required documents within 30 days from the last date by which the AGM should have been held, with the facts and reasons for not holding it. | 30 September last permissible date: 30 October. |
| OPC | File the financial statements duly adopted by the member within 180 days from the financial year end. | 31 March year end: 27 September. |
Select AOC-4 for standalone accounts if the company is outside a prescribed specialist filing category. Use the appropriate consolidated form where Section 129(3) and the applicable rules require consolidated financial statements. Check the dedicated standalone and consolidated forms for NBFCs reporting under Ind AS. Special regimes can differ: for example, Producer Companies should also check the documents and 60-day period under Section 378ZA(10).
Under XBRL Rule 3, check whether the company is listed in India or is an Indian subsidiary of such a listed company, has paid-up capital of at least ₹5 crore, has turnover of at least ₹100 crore, or is required to prepare financial statements under Ind AS. Apply the rule’s exclusions for the specified banking, insurance, NBFC and housing finance categories. A company that has filed under Rule 3(1) generally continues under Rule 3(2) even if it falls below the thresholds. Use the applicable taxonomy and include the authenticated signed statements and reports in the prescribed PDF attachment where required. Follow the current Rule 12 linked extracts and form instructions for the Board’s report and the standalone or consolidated auditor’s report, as applicable.
3. File the annual return under Section 92
- MGT-7A: the abridged return for OPCs and Small Companies. From 1 December 2025 the prescribed Small Company ceilings are ₹10 crore paid-up capital and ₹100 crore turnover per the profit and loss account for the immediately preceding financial year. Earlier cases must apply the rules relevant to their period; the preceding ceilings were ₹4 crore and ₹40 crore. Both limits must be met, and the Act excludes holding and subsidiary companies, Section 8 companies, companies governed by a special Act and public companies.
- MGT-7: the ordinary annual return for other companies. Section 92(1) generally requires a director and the company secretary, or a company secretary in practice where there is no company secretary. For an OPC or Small Company the company secretary signs, or a director signs if there is no company secretary. Check the separate signing exemption for an eligible private start-up where applicable.
- MGT-8: separately assess Section 92(2) and Rule 11(2): a listed company, or a company with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more, requires certification by a company secretary in practice. The certificate test is independent of which return form the company uses; the current Small Company ceilings can overlap the certification thresholds.
For a company required to hold an AGM, file within 60 days from the actual AGM or, if none was held, within 60 days from the last permissible AGM date with the reasons for not holding it. A 30 September trigger gives a 29 November deadline. For an OPC, the prescribed MGT-7A treats AGM particulars as inapplicable. Check the current OPC filing instructions and the relevant member resolution dates; the 180-day period in Section 137 is for financial statements and does not, by itself, establish an annual return deadline.
4. Separate the normal fee, additional fee and statutory penalty
The normal fee follows the applicable fee schedule, including the capital band where relevant. In the absence of applicable relief, the prescribed additional fee for late financial statements and annual returns is ₹100 per day per delayed form without a rupee cap. Separately, Sections 92(5) and 137(3) provide for adjudicated penalties that start at ₹10,000, rise by ₹100 for continuing default and are capped at ₹2 lakh for the company and ₹50,000 for each officer or other person liable under the relevant section. Apply the statutory wording to the number of days and the responsible persons, and check Section 446B reductions where eligible. Section 137 identifies the managing director and CFO, if any, and provides alternatives where the responsible officeholders are absent.
FY 2025–26: MCA General Circular 05/2026 allows covered AOC-4 forms through 31 December 2026 and MGT-7/MGT-7A through 31 January 2027 without additional fees. Ordinary fees remain payable. For filings after the applicable relief window, the circular provides for additional fees from the original statutory due date. Verify the relevant circular, reporting year and form before using any relief in a calculation.
Director consequences: Section 164(2)(a) applies to a failure to file financial statements or annual returns for three continuous financial years. Its five-year restriction concerns reappointment in the defaulting company and appointment in other companies. Section 167(1)(a) generally vacates office in companies other than the defaulting company when this disqualification arises; check the facts and the separate six-month protection for a newly appointed director under Section 164(2). This is separate from administrative DIN deactivation for KYC default.
Six worked cases
1. An early AGM brings the filing dates forward
Zenon Software holds its FY 2024–25 AGM on 10 August 2025 and files both forms on 25 October 2025. AOC-4 was due 9 September and was 46 days late; MGT-7 was due 9 October and was 16 days late. The ordinary additional fees would be ₹4,600 and ₹1,600, or ₹6,200 in total. On these facts the filings are covered by General Circular 06/2025, issued on 17 October 2025, so the additional fee is zero; ordinary fees still apply. General Circular 08/2025 subsequently extended the FY 2024–25 fee relief to 31 January 2026.
2. Small capital does not make a subsidiary a Small Company
MicroTech Logistics has paid-up capital of ₹10 lakh and turnover of ₹2.50 crore. Assume its corporate shareholder controls 51% of the total voting power. MicroTech is a subsidiary under Section 2(87) and is excluded from the Small Company definition, so it files MGT-7. On these numbers, assuming it is unlisted and no other trigger applies, MGT-8 is not required. The ordinary return signature rule applies, and a cash flow statement is generally required unless a separate exemption applies.
3. Two years of overdue filings
Apex Realcon files four forms on 30 October 2025. Assume that the company qualified to use MGT-7A, each AGM was on 30 September, and no fee relief applies to the late filing dates shown.
| Financial year and form | Original due date | Days late | Additional fee |
|---|---|---|---|
| 2022–23 AOC-4 | 30 October 2023 | 731 | ₹73,100 |
| 2022–23 MGT-7A | 29 November 2023 | 701 | ₹70,100 |
| 2023–24 AOC-4 | 30 October 2024 | 365 | ₹36,500 |
| 2023–24 MGT-7A | 29 November 2024 | 335 | ₹33,500 |
| Total | — | 2,132 | ₹2,13,200 |
The total excludes normal filing fees and any adjudicated penalties. Check the entire filing history and the directors’ appointment dates separately before reaching a conclusion under Section 164.
4. An OPC files 30 days after the statutory deadline
DesignStudio (OPC) closes FY 2024–25 on 31 March 2025. The 180th day is 27 September 2025. Filing AOC-4 on 27 October is 30 days late and would ordinarily attract ₹3,000 of additional fees. The covered filing falls within MCA General Circular 06/2025, so the additional fee is zero on these facts.
5. Turnover crosses the XBRL threshold
Bharat Agri-Commodities has paid-up capital of ₹50 lakh and turnover of ₹85 crore, ₹104 crore and ₹70 crore in FY 2023–24, 2024–25 and 2025–26, respectively. Assume no other trigger, exemption or earlier XBRL filing. It first meets the ₹100 crore threshold in FY 2024–25 and files under Rule 3(1); it continues under Rule 3(2) in FY 2025–26 despite the decline. Use the taxonomy appropriate to its accounting framework.
6. An auditor appointment filing is missing
NextGen Cloud appoints its auditor at its 30 September 2024 AGM. The 15-day period for the appointment notice under Section 139(1) ends on 15 October 2024. The audit report is signed on 15 September 2025, and the company attempts AOC-4 on 28 October 2025 but cannot validate the auditor details. Check the appointment records, whether ADT-1 was required, the ADT-1 service request number (SRN) and the portal’s status. If it was missed, file the correct ADT-1, pay any applicable fee under its own schedule, and confirm that the correct SRN is accepted. If the FY 2024–25 AGM was held on 30 September 2025, 30 October is the ordinary AOC-4 deadline. The FY 2024–25 annual filing fee relief covers the eligible AOC-4 filing, not the late ADT-1.
Filing workflow and troubleshooting
- Reconcile CIN, company status, capital, director information and auditor details to the MCA records. Confirm the signers’ roles, active DINs and digital signature certificates (DSCs). Check UDIN requirements against current ICAI instructions.
- Prepare signed financial statements, the audit and Board reports, applicable related-party and other disclosures and the signed return. Record the AGM date and adoption status. Select the correct forms, linked extracts and XBRL taxonomy, where applicable.
- For DSC errors, verify that the DSC is valid and associated with the correct MCA V3 user and role. For attachment errors, check the live form’s size and format limits; use readable signed PDFs. If a consolidated form rejects an SRN, verify the parent standalone filing, payment and current status against the form instructions. Preserve the validation message if support is needed.
- Track each form’s acknowledgement and payment, and save the filed form, attachments, challan or receipt, SRN and portal correspondence. Treat the filing status shown for that transaction as controlling; a draft, upload attempt or failed payment is insufficient.
Frequently asked questions
What if the audit is unfinished and the AGM may be missed?
Seek an eligible AGM extension before the deadline, continue the audit and obtain advice promptly on curing any default. Section 137(2) requires duly signed financial statements with the facts and reasons for no AGM. An unsigned or unaudited draft is not a substitute. The provisional filing route is for financial statements that were not adopted at a meeting that took place.
Can a filed form be corrected by uploading it again?
Check the SRN status and available correction or resubmission route with MCA or the Registrar. A clerical form correction differs from reopening or revising financial statements or the Board’s report under Sections 130 and 131. Do not assume an automatic right to replace an accepted filing.
When can the cash flow statement be omitted?
Section 2(40) permits omission for OPCs, Small Companies and dormant companies. A notified exemption also applies to eligible private start-ups, subject to its conditions. A private company outside those categories should normally include the statement.
Is a nil AOC-2 always required?
Section 134(3)(h) and the applicable rules govern disclosure of prescribed related-party contracts and arrangements. Check which transactions are reportable and follow the current AOC-2 and linked Board report instructions for the actual facts; a nil attachment is not a universal statutory requirement.
What if the director’s DIN is inactive for missed KYC?
Use the applicable DIR-3 KYC Web process and verify reactivation before relying on that signature. The amended KYC rules effective 31 March 2026 use a three-year cycle with a transitional 30 June 2028 deadline for the specified existing DIN holders. Check the separate event-driven update rules and the applicable fee, including ₹5,000 for late KYC where the DIN was deactivated for that default.
Sources
- Companies Act, 2013, India Code: sections 2, 92, 96, 122, 129–131, 134, 137, 139, 164, 167, 403, 446B and 454
- Companies (Accounts) Second Amendment Rules, 2025, G.S.R. 357(E): Rule 12 and financial statement forms
- Companies (Management and Administration) Amendment Rules, 2025: prescribed annual return forms
- Companies (Specification of Definitions Details) Amendment Rules, 2025: Small Company thresholds
- Gazette text of G.S.R. 1372(E), 6 November 2017: XBRL filing categories and continuing application
- MCA XBRL Amendment Rules, 2019
- MCA General Circular 06/2025, 17 October 2025 (copy of the signed circular)
- ICAI publication of MCA General Circular 08/2025, FY 2024–25 fee relief
- MCA General Circular 05/2026, 24 October 2026 (copy of the signed circular)
- Companies (Appointment and Qualification of Directors) Amendment Rules, 2025: DIR-3 KYC Web
- Companies (Registration Offices and Fees) Amendment Rules, 2026: DIR-3 KYC fees