An annual return is filed with the Registrar of Companies after the annual general meeting, in Form MGT-7 — or Form MGT-7A for a small company or a one person company — within the period the Act allows from the date of the meeting. The financial statements go separately in Form AOC-4. Neither can be filed until the board and the members have already done what the Act requires, which is why most late filings were late at the board table, not on the portal.
Before you start
- The annual general meeting held, and the signed minutes of it, or the extension of time where the Registrar has allowed one.
- Financial statements prepared and adopted (Section 129 of the Companies Act 2013), with the board's report (Section 134) and the auditor's report.
- An auditor in place with a valid consent (Section 139).
- A company secretary, or a practising company secretary engaged for the certification where the company has none.
- The running record: shareholding pattern, transfers during the year, list of directors and their changes, key managerial personnel, meetings held, and the company's indebtedness.
Steps
- Hold the board meetings the year requires. Section 173 expects the first board meeting within thirty days of incorporation and not fewer than four meetings in a calendar year, with not more than a hundred and twenty days between two meetings. If these were not held, fix that first, because the minutes are what the certification rests on.
- Approve the accounts at a board meeting. The board approves the financial statements, notes the auditor's report, and fixes the date, time and place of the annual general meeting. The board's report is signed as Section 134 requires.
- Hold the annual general meeting inside the window. Section 96 gives the first AGM nine months from the close of the first financial year and the later ones six months from the year end, with not more than fifteen months between two AGMs. The members adopt the accounts and the reports there.
- Prepare the annual return. It is a snapshot of the company as at the close of the financial year: registered office, principal business, shareholding pattern, changes in shareholding, details of directors and key managerial personnel, meetings of the board and members, and particulars of indebtedness.
- Get the signatures and the certification right. Section 92(2) requires the annual return to be signed by a director and the company secretary, or, where there is no company secretary, by a director and a practising company secretary. The financial statements in AOC-4 are signed by the directors as the Act and the articles require.
- Attach what the form asks for. For MGT-7 that generally means the list of shareholders holding above the prescribed threshold, the certification, and the director-change details the form calls for. AOC-4 carries the auditor's report and the board's report with the accounts.
- File in the right order and window. AOC-4 is filed within thirty days of the AGM under Section 137, and MGT-7 within sixty days of the AGM under Section 92(4). Pay the filing fee plus the additional fee the Act imposes for delay, which grows with the length of the delay.
- Keep the acknowledgements. Every filing returns a service request number and a challan. That record is your proof of compliance and your answer if a later notice queries the year. The board and AGM paperwork that precedes the filing is corporate compliance work, the resolutions and forms are set out in the corporate and company law formats, and our corporate law practice steps in when a default has already been flagged.
Documents to keep
- The notices and minutes of the AGM and the board meetings.
- The signed financial statements, board's report and auditor's report.
- The filed MGT-7 and AOC-4 with the service request numbers and challans.
- The register of members and the register of directors, kept updated through the year.
What goes wrong
- Missing the AGM window and filing anyway. An annual return filed without the AGM behind it, or outside the window without an extension, is a defective filing.
- Using the wrong form. A small company or one person company that files MGT-7 instead of the shorter MGT-7A, or the reverse, has to refile.
- Figures that do not match. Paid-up capital, shareholding and director details must agree between AOC-4 and MGT-7; the portal and any later scrutiny will catch the difference.
- A director who has already resigned signing. Check the current board before the form is signed, because a signature from someone no longer on the board is a defect.
- Three years of default in the background. A director of a company that has not filed for three consecutive financial years is disqualified under Section 164(2), which can freeze filings across every other company that person sits on.
Common questions
What happens if the company does not file at all?
The company and every officer in default face the penalty the Act prescribes, which grows as the default continues, and the company becomes a candidate for removal from the register. Continued default also puts directors in line for disqualification.
Can the annual return be filed late?
It can be filed late in practice, with the additional fee for every day of delay, but late does not make it optional. The longer the gap, the closer the company moves to a strike-off notice.
Is the strike-off risk real?
Yes. Section 248 lets the Registrar remove a company that has failed to commence business or has not been filing, after a notice and a published list. A company with three years of unfiled returns is squarely in that territory.
Must a one person company file both forms?
Yes, it files its annual return and its financial statements, though at a simplified level — the annual return of a small company or OPC uses the shorter form. The obligation to file is not reduced.
Annual filings are missed at the board stage long before they are missed on the portal. FileX Advocates & Legal Consultants, Kolkata, runs the board-meeting calendar, the AGM and the MGT-7 and AOC-4 filings for companies that would rather not discover a default through a show-cause notice. Call +91 7439811422 or WhatsApp us for a review of where your company stands.