ROC Annual Filings: AOC-4 and MGT-7 – Deadlines, Late Fees, and Revision Procedures

 

Accurate and timely filing of annual returns and financial statements with the Registrar of Companies (ROC) is essential under the Companies Act, 2013. Filing errors or delays can lead to hefty penalties and compliance setbacks. Here’s a detailed and simplified guide to understanding the revision processes for Form AOC-4 and Form MGT-7/MGT-7A, with a special focus on late fees, due dates, and the steps to rectify errors.

Key ROC Filing Forms: Purposes, Due Dates, and Late Fees

Form	Purpose	Due Date	Late Fee for Delay
AOC-4 / AOC-4 (CFS)	Filing financial statements and related reports	Within 30 days of the Annual General Meeting (AGM)	₹100 per day beyond the due date until compliance.
MGT-7 / MGT-7A	Filing the company's annual return	Within 60 days of the AGM	₹100 per day beyond the due date until compliance.

Revising ROC Forms: What’s Allowed and How to Proceed

Form MGT-7 / MGT-7A (Annual Return)

✅ Revisions Are Allowed

• Steps to Revise:
  1. Prepare and submit a new MGT-7/MGT-7A with corrected information on the MCA Portal.
  2. Generate a new Service Request Number (SRN) and pay the associated fee.

💡 Important:

• The latest filing will override the previous one. Ensure all corrections are accurate before submission.
• Delays in filing revised forms beyond 60 days from the AGM will result in ₹100 per day as a late fee.

Form AOC-4 / AOC-4 (CFS) (Financial Statements)

🚫 Direct Revisions Not Allowed

• Once approved by the ROC, AOC-4/AOC-4 (CFS) cannot be edited directly.

Solution:

1. Submit an application to the ROC to cancel the approved SRN.
2. Upon approval, re-file the corrected version of AOC-4/AOC-4 (CFS).

Impact of Delay:

• Filing a revised AOC-4 after the statutory 30-day deadline from the AGM attracts a late fee of ₹100 per day from the original due date.

Common Errors Requiring Revisions

In Form AOC-4 and MGT-7:

1. Financial Statement Errors:

   • Misstatements in assets, liabilities, share capital, or profit & loss.
   • Errors in reserves or surplus reporting.

2. Shareholding Pattern Changes:

   • Modifications due to share issuance, buyback, or transfer.

3. Errors in Reports or Consolidation Selection:

   • Incorrect details in the Directors’ Report.
   • Wrong selection of the CFS (Consolidated Financial Statements) option.

Steps to Cancel an Approved SRN for AOC-4

If errors are detected after the approval of AOC-4, follow these steps to re-file:

1. Application to ROC:

   • Submit an application requesting cancellation of the approved SRN.
   • Attach supporting documents such as a Board Resolution, corrected financials, and a justification letter.

2. ROC Scrutiny:

   • The ROC reviews the application. This process may take 30-40 days.

3. Re-Filing:

   • Once the ROC approves the cancellation, file the corrected AOC-4 within the stipulated timeline.
   • Late Fee Note: If the revised form is submitted after the statutory timeline, the late fee of ₹100 per day will apply retrospectively from the original due date.

Consequences of Delayed Filing

Form	Consequences of Delay
AOC-4 / AOC-4 (CFS)	₹100 per day late fee, inability to revise without ROC approval, and reputational damage.
MGT-7 / MGT-7A	₹100 per day late fee, compliance defaults, and statutory repercussions.

Meeting Compliance Timelines Matters

1. Avoidance of Late Fees:

   • Delays lead to escalating penalties, especially for prolonged non-compliance.

2. Streamlined Approvals:

   • Timely filings benefit from Straight Through Processing (STP), ensuring quicker approvals.

3. Good Corporate Governance:

   • Accurate and timely compliance enhances corporate credibility and mitigates legal risks.