AOC-4 — What It Is and What It Contains
AOC-4 is the form used under Section 137 of the Companies Act 2013 to file a company's financial statements with the Registrar of Companies. It is not a summary — the actual audited financial statements are attached as part of the filing. Once filed, these accounts become part of the public record on the MCA21 portal.
What AOC-4 must include:
- Balance sheet as at the financial year end
- Statement of Profit and Loss for the financial year
- Cash Flow Statement — mandatory for companies other than small companies and OPCs; optional for small companies
- Notes to Accounts — disclosures on accounting policies, related party transactions, contingent liabilities, and other required items
- Directors' Report — covers business overview, dividend policy, directors' responsibility statement, and mandatory disclosures under Schedule V
- Auditor's Report — the statutory auditor's opinion on the financial statements, including any qualifications or emphasis of matter
All documents must be signed. The balance sheet requires the signatures of at least two directors (including the Managing Director or Whole-Time Director if the company has one) and the statutory auditor. Digital signatures are used for MCA21 filing.
MGT-7 and MGT-7A — What the Annual Return Contains
MGT-7 is the annual return filed under Section 92. It is a snapshot of the company's governance and ownership structure as at the end of the financial year — distinct from the financial statements in AOC-4, which cover the year's transactions.
MGT-7 contains:
- Registered office address and principal business activities (NIC codes)
- Details of holding, subsidiary, and associate companies
- Share capital — authorised, issued, subscribed, paid-up; break-up by class of shares
- Debentures, if any
- Shareholding pattern — every shareholder holding more than 5% of shares, and a summary of total shareholding by category (promoter, public, FII, etc.)
- Director and Key Managerial Personnel details — DIN, name, designation, date of appointment or resignation during the year
- Number of board meetings held and attendance
- Details of charges registered against the company
- Remuneration of directors and KMPs
- Penalties imposed on the company, directors, or officers during the year
| MGT-7 | MGT-7A | |
|---|---|---|
| Who files it | All companies except OPCs and small companies | One Person Companies (OPCs) and small companies |
| Small company definition | N/A | Paid-up capital ≤ Rs 4 crore AND turnover ≤ Rs 40 crore |
| CS certification required? | Yes, if paid-up capital ≥ Rs 10 crore or turnover ≥ Rs 50 crore | No — director signature sufficient |
| Disclosure depth | Full disclosures | Simplified — fewer line items |
| Deadline | 60 days from AGM | 60 days from AGM |
The Sequence — AGM Must Come Before Either Filing
A common mistake is attempting to file AOC-4 before the AGM has been held. The correct sequence is rigid:
- Audit completed — the statutory auditor signs off on the financial statements.
- Board meeting — the board reviews and approves the draft financial statements and directors' report.
- AGM held — members formally adopt the audited accounts. For a March 31 year-end company, the AGM must be held by September 30.
- AOC-4 filed — within 30 days of the AGM date (not the financial year end).
- MGT-7 filed — within 60 days of the AGM date.
If the AGM is held on September 28, AOC-4 is due by October 28 and MGT-7 by November 27. The AGM date determines both deadlines.
What Your CA Needs to File Both Forms
| For AOC-4 | For MGT-7 |
|---|---|
| Complete books of accounts for the year (Tally, QuickBooks, Excel, or bank statement exports) | Cap table — list of all shareholders with number of shares held as at March 31 |
| Bank statements for all company accounts for the full financial year | Board meeting attendance register and minutes for all meetings held during the year |
| Invoices for significant revenue and expense transactions | AGM notice and minutes |
| Loan documentation — any amounts borrowed from directors, shareholders, or banks | List of all directors who served during the year, with appointment/resignation dates |
| Fixed asset register — list of assets purchased/disposed during the year | Details of any charges (mortgages, hypothecation) registered against the company |
| Previous year's signed balance sheet | Remuneration paid to directors during the year |
The quality of the books is the biggest variable in how quickly the audit can be done. A startup maintaining clean monthly accounts in accounting software can typically be audited in 3–4 weeks. A startup handing over a year of mixed bank statements and spreadsheets may take 6–8 weeks.
Timing — Plan Backwards from September 30
| Milestone | Target Date |
|---|---|
| Hand books to CA for audit | July 1 |
| Audit completed, draft accounts ready | August 15–31 |
| Board meeting to approve accounts | September 1–20 |
| AGM notice issued (21 days' notice required) | September 1–8 |
| AGM held | By September 30 |
| AOC-4 filing deadline | 30 days after AGM |
| MGT-7 filing deadline | 60 days after AGM |
Eight Common Mistakes That Cause Problems
- Filing AOC-4 before the AGM. The system may accept the filing but it is technically non-compliant — the accounts must be adopted at the AGM before filing.
- Expired Director DSC. DSCs are valid for 2–3 years. If the director's DSC has expired, it must be renewed before MCA21 will accept the signed form.
- DIN deactivated. If DIR-3 KYC was not filed, the director's DIN is deactivated and forms signed by that director will be rejected. Pay Rs 5,000 to reactivate before attempting to file.
- Wrong form — MGT-7 vs MGT-7A. Using the full MGT-7 for a small company or OPC (or MGT-7A for a larger company) is a defect that requires a fresh filing.
- Mismatch in paid-up capital figures. The paid-up capital in AOC-4 must match what was filed in the previous year's AOC-4 and in any SH-7 (alteration of share capital) forms. Discrepancies trigger objections from the ROC.
- Missing cash flow statement. Companies that are not small companies and not OPCs must include a cash flow statement in AOC-4. Filing without it is a defective filing.
- Unsigned directors' report. The directors' report must be signed by a director (not just the CA). Missing or improperly signed reports are a common rejection cause.
- Filing both forms without first filing ADT-1. If the auditor was appointed but ADT-1 was never filed, the ROC records may not reflect a valid auditor for the company — this can complicate the AOC-4 filing.
Typical CA Fees
| Startup type | Audit + AOC-4 + MGT-7 |
|---|---|
| Nil-revenue or very early stage (first year, simple accounts) | Rs 8,000–15,000 |
| Revenue under Rs 5 crore, clean books | Rs 15,000–25,000 |
| Revenue Rs 5–50 crore | Rs 25,000–50,000 |
| Revenue above Rs 50 crore | Rs 50,000+; CS certification required for MGT-7 |
About This Article
Written by Sharma Jyoti, CA (ICAI) — Founder, Sharma Jyoti and Co. We handle statutory audits, AOC-4 and MGT-7 filings, and full ROC annual compliance for Indian Pvt Ltd startups. Learn more →
Written by Sharma Jyoti, CA (ICAI) — Founder, Sharma Jyoti and Co. We handle statutory audits, AOC-4 and MGT-7 filings, and full ROC annual compliance for Indian Pvt Ltd startups. Learn more →
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Frequently Asked Questions
AOC-4 files audited financial statements with the ROC — balance sheet, P&L, directors' report, and auditor's report. MGT-7 files the annual return — shareholding pattern, director details, board meetings held, and governance disclosures. Both are mandatory every year. AOC-4 is due 30 days after AGM; MGT-7 is due 60 days after AGM.
AOC-4 requires DSC signatures from at least two directors and the statutory auditor. MGT-7 requires a director's signature; companies with paid-up capital ≥ Rs 10 crore or turnover ≥ Rs 50 crore additionally need certification by a practising Company Secretary. Smaller startups below these thresholds can file MGT-7 with a director's signature alone.
Complete books of accounts for the year, bank statements for all accounts, invoices for significant transactions, loan documentation, fixed asset details, and the previous year's signed balance sheet. Clean, maintained books take 3–4 weeks to audit. Disorganised records can take 6–8 weeks and delay the AGM and filing deadlines.
Hand books to the CA by July 1. This allows 6–7 weeks for the audit, a board meeting in September to approve accounts, an AGM by September 30, and still makes both AOC-4 and MGT-7 deadlines comfortably. Starting in August creates deadline pressure; starting in September makes it nearly impossible to comply on time.
MGT-7A is a simplified annual return for One Person Companies and small companies (paid-up capital ≤ Rs 4 crore and turnover ≤ Rs 40 crore). It has fewer disclosure requirements. If your startup has grown beyond these thresholds, it must file the full MGT-7. Using the wrong form requires a fresh filing.