Annual filings of a company.
Two forms carry the year: the financial statements and the annual return. Both are dated from the annual general meeting, both attract an additional fee that runs per day without a ceiling, and three consecutive years of missing them disqualifies every director for five years — on every other board they sit on. It is the compliance where doing nothing is the most expensive option available.
Or call+91 98219 32683
The meeting sets the clock, not the year end.
Both annual filings are dated from the annual general meeting, which is why companies that delay the meeting think they have bought time and have in fact done the opposite. The meeting itself has a deadline: within six months of the end of the financial year, and never more than fifteen months after the previous one. A first annual general meeting has a longer window — nine months from the end of the first financial year.
From the date of that meeting, the financial statements are filed within thirty days and the annual return within sixty. Hold the meeting late and both filings are already late; do not hold it at all and the company is in default on the meeting as well as on both forms.
What makes this the most consequential compliance on the site is the additional fee and the disqualification. The additional fee accrues per day, per form, and has no ceiling — a company three years behind on two forms a year is looking at a figure that frequently exceeds anything it saved by not filing.
Then Section 164. Where a company has not filed financial statements or annual returns for a continuous period of three years, every person who is or has been a director of it is disqualified for five years, and that disqualification follows them to every other company. A dormant family company nobody thought about takes the founder off the board of the business that actually matters. That is the reason this page exists.
What is due, and when.
For a company with a financial year ending 31 March. The two headline forms sit inside a longer list.
| What | Form | Due |
|---|---|---|
| Annual general meeting | — | Within 6 months of the year end, and within 15 months of the last AGM. OPCs are not required to hold one |
| Financial statements, with the board's report and auditor's report | AOC-4, or AOC-4 XBRL and AOC-4 CFS for the classes required to use them | Within 30 days of the AGM |
| Annual return | MGT-7, or MGT-7A for one person companies and small companies | Within 60 days of the AGM |
| Certification of the annual return by a company secretary in practice | MGT-8 | With MGT-7, for the classes of company above the prescribed capital or turnover threshold |
| Return of deposits and exempt receipts | DPT-3 | By 30 June each year — see return of deposits |
| Payments outstanding to micro and small suppliers | MSME-1 | Half yearly — see MSME return |
| Director KYC | DIR-3 KYC or the web service | By 30 September — see DIN KYC |
| Auditor appointment, where one is made | ADT-1 | Within 15 days of the meeting — see auditor appointment |
Board meetings run alongside all of this: at least four in a year with not more than 120 days between two, reduced to two a year with a gap of at least 90 days for one person companies, small companies and dormant companies. Directors also make their disclosure of interest at the first board meeting of each financial year.
Seven ways companies get caught.
Three years passed and the directors were disqualified
The single most damaging outcome on this page. Three continuous years without financial statements or annual returns disqualifies every director for five years, on every board. People discover it when a completely different company's filing is rejected because their DIN has been flagged.
The annual general meeting was never held
No meeting means no date from which the filings run, and a default on the meeting requirement in its own right. Companies frequently file AOC-4 and MGT-7 showing an AGM date for a meeting that never took place, which converts a filing default into a false statement.
"There was no business, so there was nothing to file"
A company with no turnover, no bank activity and no transactions still has to hold an annual general meeting, prepare financial statements, get them audited and file both forms. Dormancy is a status you apply for, not a state you fall into by doing nothing.
The additional fee was underestimated
It accrues per day and per form, with no upper limit. Two forms a year, three years late, produces a figure most founders assume must be a mistake. It is not, and it only grows — which makes "we will do it next month" the most expensive sentence in the process.
The board's report was a template
The board's report is a statutory document with prescribed contents — state of affairs, dividend, reserves, material changes, related party transactions, particulars of loans and investments, risk management, the directors' responsibility statement. A generic report copied from another company is the first thing an inspection reads and the easiest to fault.
MGT-8 certification was missed
Companies above the prescribed capital or turnover threshold need their annual return certified by a company secretary in practice. A company that crosses the threshold acquires the requirement quietly, and the filing that always worked before suddenly does not.
Only the two headline forms were filed
DPT-3, MSME-1, DIR-3 KYC and ADT-1 sit alongside AOC-4 and MGT-7, each with its own date and its own penalty. Companies that treat annual compliance as two forms in October are usually in default on three others by then.
What you receive.
From year end to filed and closed.
Position review
What the company has filed historically, whether the last annual general meeting was properly held, and whether any earlier year is still open. On a company in arrears this is where the plan is set, because the years have to be dealt with in order.
Accounts and audit
The financial statements are finalised with your accountant and audited. In parallel the board's report is drafted against the prescribed contents, with the annexures the company actually needs rather than every annexure in the precedent.
Board meeting
The board approves the financial statements and the board's report, takes the auditor's report on record, and calls the annual general meeting on proper notice with the explanatory statement for any special business.
Annual general meeting
Held within six months of the year end, with the accounts adopted, the auditor dealt with where a term is ending, and the minutes written up properly. This date is what every subsequent deadline runs from.
File AOC-4, then MGT-7
Financial statements within thirty days of the meeting, annual return within sixty. Both tracked to approval, with MGT-8 certification where the thresholds apply, and the statutory registers written up alongside.
Close the year and set the next
Registers completed, minute book bound, the year's file closed, and the calendar for the coming year issued with every date on it — including DPT-3, MSME-1 and the KYC deadlines that sit outside this process.
Four things to start.
The accounts
Whatever exists today, audited or not. We work from the actual position rather than waiting for a perfect set.
- Trial balance, profit and loss and balance sheet
- Auditor's report, if the audit is complete
- Who your auditor and accountant are
The filing history
The first thing checked, because it determines whether this is one year's work or several.
- Last AOC-4 and MGT-7 filed, and for which year
- Date of the last annual general meeting actually held
- Any notice received from the Registrar
The company's details
Needed for the annual return, which is a far more detailed document than most people expect.
- Shareholding pattern and any changes during the year
- Directors, changes, and their other directorships
- Charges created, modified or satisfied
The year's events
These feed the board's report and the annual return, and they are easy to forget a year later.
- Any allotment, transfer or capital change
- Loans, investments, guarantees and related party transactions
- Board meetings held, with dates
What this looks like in Goa.
September is the deadline for the annual general meeting and October and November are the filing months — which is exactly when hospitality businesses here are opening for the season. Starting the accounts in June rather than September is the difference between a routine year and a rushed one.
Land-holding companies, paused projects and name-holding entities still owe every one of these filings. They are the companies where three years slip by unnoticed and the disqualification arrives without warning.
A director of a defunct family company loses their position on the operating business too. In a state where the same few people sit on several family companies, one neglected entity can take out an entire group's board.
Years have to be dealt with in sequence, oldest first, and the additional fee is computed per form per day across all of them. It is unpleasant arithmetic, and it is still cheaper today than it will be next quarter.
DPT-3 catches almost every Goa company because of director loans and customer advances. MSME-1 catches anyone paying small suppliers late. Both sit outside the AOC-4 and MGT-7 rhythm and are missed for exactly that reason.
Usually needed alongside this.
Annual filings, answered.
What are the annual filings a company must make?
Two headline forms, plus several that sit alongside them:
- AOC-4 — the financial statements with the board's report and auditor's report, within 30 days of the annual general meeting
- MGT-7 — the annual return, within 60 days of the annual general meeting; one person companies and small companies use MGT-7A
Alongside those: DPT-3 by 30 June, MSME-1 half yearly, DIR-3 KYC by 30 September, and ADT-1 within 15 days of any auditor appointment.
When must the annual general meeting be held?
Within six months of the end of the financial year, and not more than fifteen months after the previous annual general meeting. For a company's first annual general meeting the window is nine months from the end of the first financial year, and no meeting is required in the year of incorporation.
A one person company is not required to hold an annual general meeting at all. Because both filing deadlines run from the meeting date, delaying the meeting does not create breathing room — it puts the company in default on three things instead of one.
Do we have to file if the company had no business at all?
Yes. A company with no turnover, no transactions and no bank activity still holds an annual general meeting, prepares financial statements, has them audited and files both forms. There is no exemption for inactivity.
If the company genuinely will not trade for a while, the answer is to apply for dormant status, which reduces the burden formally, or to close it. Simply stopping is the one option that produces the disqualification.
What is the penalty for filing late?
An additional fee that accrues per day, per form, with no upper limit. That is the part people underestimate: it is not a flat late fee, and it does not stop growing.
On top of that, both sections carry their own penalty on the company and on officers in default for the failure itself, subject to prescribed maximums. The current rates are confirmed at the time of filing, because they have been revised more than once.
What happens if we do not file for three years?
Every person who is or has been a director of the company is disqualified for five years under Section 164, and that disqualification applies to every other company they are a director of.
It is the most serious consequence in ordinary company compliance, and it hits people who had nothing to do with the neglected entity's affairs. The Registrar may also begin removing the company's name from the register. Where a company is approaching the third year, this is the point at which the cost of filing stops being the relevant question.
What is the difference between MGT-7 and MGT-7A?
Both are the annual return. MGT-7A is the abridged version, available to one person companies and small companies. MGT-7 applies to everyone else.
The abridged form asks for less, but it is not optional in the other direction — a company that has grown out of the small company definition has to move to MGT-7, and the small company thresholds have themselves been revised, so the applicable form is confirmed against the current definition each year rather than assumed from last year's filing.
When does the annual return need certification by a company secretary?
Where the company is listed, or has paid-up share capital or turnover above the prescribed thresholds, the annual return must be certified by a company secretary in practice in Form MGT-8.
Separately, the annual return itself is signed by a director and the company secretary, and where the company has no company secretary, by a company secretary in practice. The thresholds are checked against the year's figures rather than carried forward.
What goes into the board's report?
It is a statutory document with prescribed contents, not a covering note. Among other things: the state of the company's affairs, any dividend recommended, amounts carried to reserves, material changes between the year end and the report, the number of board meetings, particulars of loans, guarantees and investments, related party contracts, conservation of energy and technology absorption, foreign exchange earnings and outgo, risk management, and the directors' responsibility statement.
Smaller companies are permitted an abridged version. What none of them are permitted is a report copied from another company, which is what an inspection is most likely to find first.
How many board meetings does a company need?
Four in a year, with not more than 120 days between two consecutive meetings. A one person company, small company or dormant company needs only two in a year, with a gap of at least ninety days between them.
The first board meeting of a new company is held within thirty days of incorporation. Directors also make their disclosure of interest at the first board meeting of each financial year, which is a separate requirement often forgotten in the same breath.
We are three years behind. Where do we start?
With an honest position review, then the oldest year first. The years have to be dealt with in sequence, because each annual return reports the position as it stood at that year's end.
The immediate priority is establishing whether the disqualification has already been triggered, because that changes the order of work and sometimes changes who can sign the filings. From there it is accounts, audit, meetings and filings for each year, with the additional fee computed across all of them. It is not a pleasant exercise, but the number only ever goes up.
Tell us the last year you filed for.
That single answer tells us whether this is a routine year or a recovery, and whether the three-year disqualification is in play. Send it with the CIN and we will come back the same day with the position and the cost.