How to File Annual Returns for a Company in India: Complete ROC Filing Guide (2026)

Company Annual Return Filing is not something you deal with when it becomes a problem. By then it already is one. Under the Companies Act, 2013, every registered company in India must submit its annual return to the Registrar of Companies through MCA21 every financial year. Miss the window, and penalties start running from the very next day.

This guide covers every form, every deadline, every fee, and the full step-by-step process for company annual return filing in FY 2025-26. Your annual return is filed correctly and on time with LegalRaasta, helping you avoid compliance stress during legal filing.

What is Company Annual Return Filing?

Company annual return filing entails that each registered business entity makes a formal disclosure of its structure, ownership, and governance information to the Registrar of Companies every year. Think of it as the government’s yearly update on who owns the company, who runs it, and what changed during the year. Three key provisions govern this:

• Section 92 of the Companies Act, 2013 makes annual return filing mandatory for every company
• Section 137 separately requires financial statements to be filed with the ROC
• Rule 11 of the Companies (Management and Administration) Rules, 2014 prescribes the forms and timelines

This is a continuing offence. If you do not file, the penalty does not stop at a fixed amount. It keeps growing every day until you fix it.

Which Companies Must Complete Annual Return Filing?

Zero turnover does not mean zero obligation. Even if your company did nothing the entire year, the company annual return filing is still due.

Annual Return vs Financial Statements: Key Difference

People mix these up constantly. They are two separate filings with different forms, different deadlines, and different purposes.

Both are part of the company annual return filing. Submitting one without the other leaves your company non-compliant.

Forms Required for Company Annual Return Filing

The company annual return filing process involves multiple MCA forms depending on your company type and size. Here is what each form covers and when it applies.

Form MGT-7

This is the principal annual return form for all companies other than OPCs and small companies. It includes information about the shareholders, share transfers, promoter information, directors, KMP, board meetings occurring during the year, and related party disclosures. If your paid-up capital is greater than Rs 10 lakh, a practicing Company Secretary should sign it.

Form MGT-7A

OPCs and small companies use this instead of MGT-7. It was introduced to reduce the compliance load on smaller businesses. Fewer disclosures, simpler format, same legal obligation.

Form AOC-4

Every company files this to submit its audited financial statements to the ROC. The balance sheet, profit and loss account, directors’ report, and auditor’s report all go in here. No company annual return filing is complete without it.

Form AOC-4 CFS

Holding companies that prepare consolidated financial statements covering their subsidiaries file this in addition to the standard AOC-4. Not a replacement, an addition.

Form ADT-1

When the AGM appoints or reappoints an auditor, this form must go to the ROC within 15 days. It is not the annual return itself, but it is part of the full annual ROC compliance package.

Documents Required for Company Annual Return Filing

The documents you need vary slightly between MGT-7 and MGT-7A, but the core set is the same for all companies completing company annual return filing.

For Form MGT-7 or MGT-7A:

• Updated shareholder list with holdings as on 31 March
• Directors and KMP details with DIN and current designation
• Board meeting records for the full financial year
• Related party transaction disclosures
• Details of any penalties or legal proceedings during the year
• Valid DSC of the director authorised to sign

For Form AOC-4:

• Audited and signed balance sheet and profit and loss account
• Directors’ report with every mandatory annexure attached
• Auditor’s report signed by the statutory auditor
• Cash flow statement (OPCs and small companies are exempt from this)
• CSR report if your company crosses the CSR threshold
• DSC of director and CA certification

Step-by-Step Company Annual Return Filing Process (2026)

The complete company annual return filing process runs through MCA21 and involves eight steps from financial statement preparation to final ROC verification.

Step 1: Prepare Financial Statements

Your CA puts together the audited accounts for FY 2025-26 before the AGM. Balance sheet, P&L, cash flow. All must be signed by the auditor before the AGM date.

Step 2: Conduct the Board Meeting

The financial statements are adopted to be published, and the date of the AGM is determined. Write up the minutes within 30 days and adopt the board resolution and directors’ report.

Step 3: Hold the Annual General Meeting

The AGM should be held no more than 6 months after the end of the financial year. For FY 2025-26, that means on or before 30 September 2026. Shareholders at the AGM approve the financial statements and other matters relating to the election of auditors.

Step 4: Finalise the Annual Return

The MGT-7/MGT-7A is finalised by a Company Secretary or a Director, through consolidation of all relevant data as on 31 March 2026, after the AGM. Ensure accuracy of each shareholder amount with the share register before closure.

Step 5: File Form AOC-4

Submission of the financial statement to ROC shall be made within thirty days from the date of the AGM. Prepare a complete directors’ report, auditor’s report and all the annexures. The fee must be paid to ROC at the time of filing the application, via the MCA21 payment system.

Step 6: File Form MGT-7 or MGT-7A

The annual return is filed within 60 days of the AGM each year. Attach the list of shareholders and all necessary disclosures. Only when the paid-up capital is Rs 10 lakh or more, do you need to have it certified by a practicing Company Secretary before submission.

Step 7: Pay the Prescribed ROC Fees

Payments of government fees are made on filing of each form through MCA21. The amount is determined based on the authorised share capital as indicated in the table below.

Step 8: Verify Filing Status on MCA Portal

Always keep your SRN handy after submitting. Track it on MCA21. After the ROC approval, download the acknowledgement and register the same with the statutory record of the company for that year.

Due Dates for Company Annual Return Filing (FY 2025-26)

These are the outer limits. Waiting until the last week creates unnecessary risk from portal downtime, document errors, and DSC issues.

ROC Filing Fees for Company Annual Return Filing

These fees apply per form when you file within the deadline. Filing late multiplies the fee by the amounts in the penalties section below.

Penalties for Late Company Annual Return Filing

Beyond the MCA additional fees, Section 92(5) hits the company with Rs 50,000 and every defaulting officer with Rs 5,000 per day of continued default. Stay in default long enough, and Section 164(2) kicks in, disqualifying directors from holding any directorship in any company for five years.

Common Mistakes to Avoid During Annual Return Filing

These are the errors that regularly result in rejections, refiling costs, and penalty notices during company annual return filing.

• Wrong form selected: MGT-7 filed by a small company or OPC that should have used MGT-7A.
• Shareholder data mismatch: What is in MGT-7 does not match the actual share register.
• Expired DSC: Director tries to sign the form with a certificate that has lapsed on MCA21.
• Incomplete AOC-4: Submitted without the directors’ report, auditor’s report, or required annexures.
• Wrong reference date: Director or shareholder details entered as on the wrong date instead of 31 March.
• ADT-1 skipped: Company forgets to file auditor appointment form after the AGM, creating a separate default.

Annual Return Filing Checklist for Companies

Before you hit submit on any form, go through every item on this list for your company annual return filing:

✅ AGM held on or before 30 September 2026

✅ Financial statements audited and board-approved before AGM date

✅ Directors’ report complete with every mandatory annexure

✅ Right form selected based on company type and size

✅ Shareholder list updated and verified as of 31 March 2026

✅ Director DSC active and valid before starting the upload

✅ ROC fee calculated correctly against authorised share capital

✅ ADT-1 ready for auditor appointment if applicable

✅ SRN saved after every form submission for tracking

Why Choose LegalRaasta for Company Annual Return Filing?

Company annual return filing has multiple interdependent forms, tight deadlines, and MCA21 technical requirements that catch out even experienced directors and finance teams every year.

• Identifies the right forms based on your company type and capital structure.
• Prepares all documents and cross-checks everything before submission.
• Files AOC-4, MGT-7 or MGT-7A, and ADT-1 on MCA21 with all attachments in order.
• Handles DSC coordination for directors who need to sign the forms.
• Tracks every SRN and downloads acknowledgements after ROC approval.
• Sends deadline reminders each year so the filing never slips through.

Conclusion

Company annual return filing has no exemptions based on size, revenue, or activity. Every registered company files. Every year. Without exception. Directors who treat it as an optional formality end up dealing with personal liability notices, disqualification risks, and penalty amounts that dwarf the original filing cost many times over.

MCA21 makes the full process digital. Getting it done cleanly before the deadline is far simpler than fixing the fallout after missing it. Connect with LegalRaasta today and get your company annual return filing done correctly and on time so your compliance record stays clean every year.

Frequently Asked Questions

1. What is company annual return filing under the Companies Act, 2013?

Company annual return filing is the yearly submission of a company’s shareholder, director, and governance details to the ROC under Section 92. Filed using Form MGT-7 or MGT-7A on MCA21 within 60 days of the AGM date every financial year.

2. Which companies must do ROC filing every year?

All registered Indian companies, including Private Limited, Public Limited, OPC, small companies, dormant companies, and Section 8 entities, must complete company annual return filing every year. Zero turnover and zero activity do not exempt any registered company from this obligation under the Act.

3. What are the due dates for MGT-7 and AOC-4 in FY 2025-26?

For company annual return filing in FY 2025-26, AOC-4 is due 30 days after the AGM and MGT-7 is due 60 days after. If the AGM happens on 30 September 2026, AOC-4 is due by 29 October and MGT-7 by 29 November 2026 on MCA21.

4. What happens if a company misses its annual return filing deadline?

Late company annual return filing brings additional ROC fees from 2 to 12 times the normal amount depending on the delay. Section 92(5) adds Rs 50,000 on the company and Rs 5,000 per day on defaulting directors, with disqualification possible under Section 164 for extended defaults.

5. Is company annual return filing mandatory for dormant companies?

Yes. A dormant company registered under Section 455 must complete company annual return filing every year without exception. Having no operations or transactions during the year does not remove the obligation to file with the ROC through MCA21 before the due date.

6. Can the annual return be changed after filing?

Company annual return filing cannot be revised once the ROC approves it. Any correction needs a fresh form with a written explanation attached. This is why accuracy before submission matters so much. Check all data carefully before the director signs with their DSC.

7. What documents are needed for ROC annual return filing?

For company annual return filing you need audited financial statements, directors’ report with annexures, auditor’s report, shareholder list as on 31 March, director and KMP details, board meeting records, valid DSC of the authorised director, and CA certification for AOC-4 on the MCA portal.

8. How much does company annual return filing cost?

Government fees for company annual return filing run from Rs 200 to Rs 600 per form depending on authorised share capital. Late filing multiplies these fees between 2 and 12 times based on how many days past the deadline the forms are filed on MCA21.

9. Can LegalRaasta handle company annual return filing for my company?

Yes. LegalRaasta manages the complete company annual return filing process, including document preparation, AOC-4 and MGT-7 or MGT-7A filing on MCA21, DSC coordination, ADT-1 submission, SRN tracking, and downloading acknowledgements after ROC approval every year.

10. How long does the ROC annual filing process take?

Company annual return filing takes 7 to 15 working days from when all documents are ready, depending on MCA21 processing and whether the ROC raises queries. Filing before the deadline gives enough time to fix any issues without paying additional late fees.