# MGT-7 and AOC-4 Annual Filing for Foreign Owned Companies in 2026

> Source: https://krystal7.com/insights/aoc-4-mgt-7-annual-filing-foreign-owned-company
> Publisher: Krystal7 Consultants (Krystal7 Innovations Private Limited), Gurugram, India
> Author: CA Nandini
> Published: 04 Sep 2026; updated 01 Oct 2026
> Summary: A foreign owned subsidiary files AOC-4 within 30 days and MGT-7 within 60 days of its AGM, and each late day costs INR 100 per form.

*Written by CA Nandini, Krystal7 Consultants. Last updated 1 October 2026.*

**AOC-4 files a company's audited financial statements with the Registrar of Companies (ROC), and MGT-7 files its annual return. For FY 2025-26, a foreign owned Indian subsidiary had to hold its AGM by 30 Sep 2026. It files AOC-4 within 30 days of the AGM under section 137, and MGT-7 within 60 days under section 92(4). A subsidiary of a foreign company cannot use the shorter MGT-7A. Each late day costs INR 100 per form.**

This page covers the two annual ROC returns for an Indian company with foreign shareholders. It states the law as at 1 Oct 2026. INR 1,00,000 is one lakh (100,000) and INR 1,00,00,000 is one crore (10 million).

## What are AOC-4 and MGT-7?

AOC-4 files a company's adopted financial statements and attached documents under section 137 of the Companies Act, 2013. MGT-7 is the annual return under section 92. It reports members, directors, meetings and share capital as at 31 March. Every company files both, every year, whatever its size or activity.

Rule 12 of the Companies (Accounts) Rules, 2014 (the Accounts Rules) prescribes AOC-4. Rule 11 of the Companies (Management and Administration) Rules, 2014 (the Management Rules) prescribes MGT-7. [Section 92(1)](https://www.incometaxindia.gov.in/w/section-92-92) sets the return's contents, from shareholding to meetings, director pay, penalties and shares held by Foreign Institutional Investors (FIIs). Both forms go through the MCA21 V3 portal.

| Point | AOC-4 | MGT-7 |
|---|---|---|
| What it files | Financial statements and attached documents | Annual return as at the year end |
| Law | Section 137; rule 12 of the Accounts Rules | Section 92; rule 11 of the Management Rules |
| Due date (for a 30 Sep 2026 AGM) | Within 30 days of the AGM (30 Oct 2026) | Within 60 days from the AGM (29 Nov 2026) |
| Variants | AOC-4, AOC-4 XBRL, AOC-4 CFS, AOC-4 NBFC (Ind AS) | MGT-7; MGT-7A only for small companies and OPCs |
| Signed by | A director, with a DSC | A director and the company secretary, or a company secretary in practice |
| Outside check | Certificate by a professional in practice | MGT-8 at INR 10 crore paid up capital or INR 50 crore turnover |
| Late fee and penalty (INR) | 100 a day; penalty 10,000 plus 100 a day, up to 2,00,000 | 100 a day; penalty 10,000 plus 100 a day after the first, up to 2,00,000 |

## When are AOC-4 and MGT-7 due for FY 2025-26?

Both dates run from the annual general meeting (AGM). Section 96(1) required the FY 2025-26 AGM within six months of the year end, so by 30 Sep 2026. AOC-4 is due within 30 days of the AGM and MGT-7 within 60 days from it. A 30 Sep 2026 AGM gives 30 Oct 2026 and 29 Nov 2026.

We count both periods from the day after the AGM. Section 9 of the General Clauses Act, 1897 excludes the first day of a period running "from" a date, as in section 92(4). Section 137(1) says "within thirty days of" the AGM, and some practitioners count the AGM day itself. Our tables use the statutory reading, but we file AOC-4 a day early anyway.

If no AGM is held, both periods count from the last date for the AGM, and both forms carry a statement of reasons. Under [section 96(1)](https://www.incometaxindia.gov.in/w/section-96-45), the ROC may extend any AGM except the first by up to three months, on Form GNL-1. A first AGM falls within nine months of the first year end. An OPC holds no AGM and files AOC-4 within 180 days of the year end.

We found no MCA circular extending or relaxing the FY 2025-26 dates as of 1 Oct 2026. For FY 2024-25, General Circulars 06/2025 and 08/2025 waived additional fees up to 31 Jan 2026. They did not extend the AGM date, and later filings paid additional fees from the original due date.

| AGM date | AOC-4 due (30 days) | MGT-7 due (60 days) | Comment |
|---|---|---|---|
| 15 Sep 2026 | 15 Oct 2026 | 14 Nov 2026 | Early AGM gives headroom |
| 29 Sep 2026 | 29 Oct 2026 | 28 Nov 2026 (Saturday) | Worked example below |
| 30 Sep 2026 | 30 Oct 2026 | 29 Nov 2026 (Sunday) | Last permitted date; no weekend roll forward assumed |
| AGM not held by 30 Sep 2026 | 30 Oct 2026, with a statement of facts and reasons | 29 Nov 2026, with a statement of reasons | Section 99 default for the AGM |
| AGM extended by the ROC to 31 Dec 2026 | 30 Jan 2027 | 1 Mar 2027 | Attach the approval letter |
| First AGM on 31 Dec 2026 (company incorporated 10 Aug 2025) | 30 Jan 2027 | 1 Mar 2027 | No extension possible |

Our [statutory audit guide](/insights/statutory-audit-foreign-owned-indian-subsidiary) covers year end to AGM, and our [compliance calendar for 2026-27](/insights/compliance-calendar-foreign-owned-company-india-2026-27) places these dates in the full year.

## Which AOC-4 variant does a foreign owned company file?

Most foreign owned subsidiaries file plain AOC-4. A subsidiary moves to AOC-4 XBRL at INR 5 crore of paid up capital, INR 100 crore of turnover, or on Ind AS. It adds consolidated statements (AOC-4 CFS, or the consolidated XBRL filing) only when it owns a subsidiary, associate or joint venture.

Rule 3 of the Companies (Filing of Documents and Forms in XBRL) Rules, 2015 (the XBRL Rules) sets the classes. They are listed companies and their Indian subsidiaries, companies at those capital or turnover levels, and Ind AS companies. Banks, insurers, non banking financial companies and housing finance companies fall outside it. Under rule 3(2), a company that has filed in XBRL keeps doing so in later years.

The capital test catches foreign owned subsidiaries early, because FDI usually arrives as equity. Paid up capital counts face value, not securities premium. A subsidiary with INR 6 crore of share capital files in XBRL even with INR 3 crore of revenue. The Ind AS test looks at the Indian company and its Indian group, never at the parent's GAAP.

G.S.R. 371(E) of 6 Jun 2025 inserted rule 3(1A) in the XBRL Rules from 14 Jul 2025. AOC-4 XBRL must now carry a PDF of the signed financial statements, with the board's report and auditor's report.

An Indian subsidiary never consolidates its foreign parent. If it owns another company, it prepares consolidated statements under section 129(3). The consolidation exemption in rule 6 of the Accounts Rules needs a holding company that files consolidated statements with the ROC. A foreign parent files none.

| Form | Who files it | Rule | Position of a foreign owned company |
|---|---|---|---|
| AOC-4 | Every company outside the classes below | Rule 12(1) of the Accounts Rules | Default for a subsidiary on AS below the XBRL limits |
| AOC-4 XBRL | Listed companies and their Indian subsidiaries; paid up capital INR 5 crore or more; turnover INR 100 crore or more; Ind AS companies | Rule 3 of the XBRL Rules | Common once FDI takes share capital to INR 5 crore |
| AOC-4 CFS | A company with a subsidiary, associate or joint venture | Section 129(3); rule 12(1) | Only when the Indian company owns another company |
| AOC-4 NBFC (Ind AS) | NBFCs that apply Ind AS | Rule 12(1A) | Foreign owned NBFCs only |
| MGT-7 | Every company other than an OPC or a small company | Rule 11 of the Management Rules | The only annual return a subsidiary of a foreign company can file |
| MGT-7A | OPCs and small companies | Rule 11 of the Management Rules | Open to a company owned directly by foreign individuals that meets the small company tests |

## Can a foreign owned company file MGT-7A?

Not when a foreign company owns it. The proviso to section 2(85) excludes a holding company and a subsidiary company from the small company definition. Section 2(87) treats any body corporate as a company for this purpose, so a foreign parent makes its Indian company a subsidiary. A company owned directly by foreign individuals can still qualify.

Section 2(85) caps a small company at INR 10 crore of paid up capital and INR 100 crore of turnover, under G.S.R. 880(E) from 1 Dec 2025. The Corporate Laws (Amendment) Bill, 2026 proposes INR 20 crore and INR 200 crore. It changes only the figures, so a subsidiary would still file MGT-7.

The one person company route is closed too. Under rule 3(1) of the Companies (Incorporation) Rules, 2014, only a natural person who is an Indian citizen can form an OPC. That person may live in India or abroad. The non resident option dates from 1 Apr 2021 ([PIB, 3 Feb 2021](https://www.pib.gov.in/PressReleaseIframePage.aspx?PRID=1694828)).

A small company files the abridged MGT-7A, signed by the company secretary or else a director (first proviso to section 92(1)). It needs no cash flow statement (proviso to section 2(40)), and CARO 2020 does not apply. A subsidiary files the full MGT-7, prepares a cash flow statement and tests CARO under paragraph 1(2)(v).

Ownership can change mid year, for example when founders move their Indian shares under a new overseas holding company. We file MGT-7 for any year that ends with the company as a subsidiary.

| Ownership of the Indian Private Limited company | Holding or subsidiary? | Small company possible? | Annual return | Cash flow statement |
|---|---|---|---|---|
| 100 percent held by a foreign company, one share with a nominee | Subsidiary | No | MGT-7 | Required |
| Majority held by a foreign company, the rest by Indian founders | Subsidiary | No | MGT-7 | Required |
| Held directly by foreign individuals, with no subsidiary of its own | Neither | Yes, within the INR 10 crore and INR 100 crore limits | MGT-7A if small | Not required if small |
| Held by foreign individuals, and owns a subsidiary | Holding company | No | MGT-7 | Required |
| 26 percent held by a foreign company with no board control | Neither | Yes, within the limits | MGT-7A if small | Not required if small |
| Branch, liaison or project office of a foreign company | Not an Indian company | Not relevant | FC-3 for accounts and FC-4 for the annual return | Not relevant |

## What attachments does AOC-4 need?

AOC-4 carries the signed financial statements, the board's report with its annexures, and the auditor's report with its CARO and internal financial controls annexures. Since 14 Jul 2025, the revised form also takes AOC-1, AOC-2 and extracts of both reports as data. G.S.R. 357(E) of 30 May 2025 made this change.

Under [section 134(1)](https://www.incometaxindia.gov.in/w/section-134-81), the board approves the statements before two directors or an authorised chairperson sign them. When a signing director sits abroad, agree in advance whether they sign with a digital signature certificate (DSC) or on paper.

| Attachment | When it applies | Law | Foreign owned point |
|---|---|---|---|
| Financial statements, including the cash flow statement | Always | Sections 2(40), 129 and 134(1) | Cash flow statement always required for a subsidiary |
| Board's report with annexures | Always | Section 134(3); rule 8 | Gives the annual return's web address, if any |
| Form AOC-2, related party contracts | Contracts under section 188(1) | Section 134(3)(h); rule 8(2) | Service fees, recharges, royalties and loans with the parent |
| Sexual harassment complaint figures and Maternity Benefit Act statement | Board's reports from 14 Jul 2025 | Rule 8(5), as amended by G.S.R. 357(E) | Every Indian company |
| Auditor's report with CARO 2020 and internal financial controls annexures | Always, subject to exemptions | Section 143 | CARO usually applies to a subsidiary |
| Form AOC-1 on subsidiaries, associates and joint ventures | The Indian company has one | First proviso to section 129(3) | Never filed for the foreign parent |
| Consolidated financial statements | The Indian company has a subsidiary, associate or joint venture | Section 129(3) | The rule 6 exemption fails with a foreign parent |
| Accounts of subsidiaries incorporated outside India | The Indian company owns one | Fourth and fifth provisos to section 137(1) | Unaudited accounts with a declaration if no audit is required abroad |
| Statement of facts and reasons | No AGM was held | Section 137(2) | Common when the group audit runs late |
| ROC approval of an AGM extension | The ROC extended the AGM | Section 96(1) | Keep the GNL-1 approval on file |
| Unadopted financial statements | The AGM did not adopt them | First proviso to section 137(1) | The ROC records them provisionally |
| Secretarial audit report in Form MR-3 | Section 204 applies | Section 204 | Uncommon for a private subsidiary |
| CSR report in Form CSR-2 | Section 135(1) applies | Rule 12(1B) | Revised from 14 Jul 2025; check its current link to AOC-4 |

AOC-2 catches many foreign owned subsidiaries. An arm's length intercompany contract in the ordinary course needs no member approval under section 188, but it still goes in AOC-2. Our [transfer pricing documentation guide](/insights/tp-documentation-india-the-complete-compliance-guide-for-2026) covers the tax side.

## What does MGT-7 ask about foreign shareholders and the parent?

MGT-7 names the holding company, splits shareholding into promoter and non promoter categories, and lists every shareholder and transfer in the year. A foreign parent appears as a body corporate promoter, and foreign individuals as foreign nationals. FII holdings go in a separate table under section 92(1)(j).

We checked the structure against a filed FY 2024-25 MGT-7 on the V3 format ([NBCFDC annual return](https://nbcfdc.gov.in/nbcfdc/web/sites/default/files/2026-02/MGT_7_%2024-25.pdf)). The form runs in 16 parts.

| MGT-7 part | What it asks | Foreign owned point |
|---|---|---|
| I. Registration and other details | CIN, financial year, AGM date and due date, any extension | AGM date must match the AOC-4 |
| II. Principal business activities | Main activities and share of turnover | Match the FDI route used at entry |
| III. Holding, subsidiary and associate companies | CIN or FCRN, other registration number, name, percentage held | The foreign parent goes here; see below |
| IV. Share capital and securities | Authorised, issued and paid up capital; changes | Tie each allotment to PAS-3 and FC-GPR |
| V. Turnover and net worth | Figures for the year | Feeds the MGT-8 test |
| VI. Shareholding pattern | Promoters and others by category | Parent under body corporate; founders under foreign national (other than NRI) |
| VII. Promoters, members and debenture holders | Counts at the start and end of the year | The nominee counts towards the two members |
| VIII. Directors and KMP | DIN or PAN, designation, dates | Every foreign director with an active DIN |
| IX. Meetings | Member, board and committee meetings, attendance | Video attendance counts where the rules allow |
| X. Remuneration of directors and KMP | Amounts paid | Agree with the auditor on pay the parent recharges |
| XI. Certification of compliances | Yes or no answers | Answer from the registers |
| XII. Penalty and punishment | Penalties, adjudications, compounding | Report any section 137(3) or 92(5) order |
| XIII. Shareholders and transfers | List of holders and transfers | Resident to non resident transfers need FC-TRS |
| XIV. Attachments | List of shareholders, MGT-8, extension letter | MGT-8 above the thresholds |
| XV. Section 92(2) compliance | The certifying company secretary in whole time practice | INR 10 crore paid up capital or INR 50 crore turnover |
| XVI. Declaration under rule 9(4) | DIN, PAN or membership number and name of the designated person | Who answers the ROC on the parent's beneficial owners |

Part III asks for the CIN or foreign company registration number (FCRN) of each related company. A foreign parent with no place of business in India has neither. The V3 form also has an "Other registration number" field, where we enter the parent's home country registration number and full legal name.

A wholly owned private subsidiary still needs two members, so groups keep one share with a nominee. MGT-7 lists the nominee, and section 89 declarations record the parent's interest behind it. Rule 9(4) of the Management Rules requires a designated person to give the ROC information on beneficial interest. Part XVI names that person. Our guide on [significant beneficial owners when the parent is foreign](/insights/significant-beneficial-owner-ben-2-foreign-parent) covers BEN-2.

Before filing, we reconcile the capital part with each PAS-3 and FC-GPR, and the transfers part with each SH-4 and FC-TRS. Our guides on [PAS-3 for foreign investors](/insights/pas-3-return-of-allotment-foreign-investors) and [resident to non resident share transfers](/insights/share-transfer-resident-to-non-resident-fc-trs) cover those forms.

## Who signs and certifies AOC-4 and MGT-7?

A director usually signs both forms with a DSC. AOC-4 also carries a certificate by a professional in practice. Under section 92(1), MGT-7 needs a director plus the company secretary, or a company secretary in practice where the company has none. MGT-8 applies at INR 10 crore of paid up capital or INR 50 crore of turnover.

We have the AOC-4 certificate signed by a Chartered Accountant or Company Secretary in practice. The form's certificate section lists who else qualifies.

Many smaller subsidiaries have no company secretary, so a practising company secretary signs MGT-7 with a director every year. MGT-8 falls under section 92(2) and rule 11(2) of the Management Rules. It certifies that the return states the facts correctly and that the company complied with the Act. Section 92(6) sets a penalty of INR 2,00,000 for a company secretary who certifies wrongly.

| Form | Signs for the company | Certifies | Law |
|---|---|---|---|
| AOC-4, AOC-4 CFS, AOC-4 XBRL | A director with a DSC registered on V3 | A professional in practice; we use a Chartered Accountant or Company Secretary | Rule 12 of the Accounts Rules; the form's certificate section |
| MGT-7, company with a company secretary | A director and the company secretary | MGT-8 above the thresholds | Section 92(1) and (2); rule 11 |
| MGT-7, company without a company secretary | A director and a company secretary in practice | MGT-8 above the thresholds | Section 92(1) and (2); rule 11 |
| MGT-7A, small company or OPC | The company secretary, or else a director | Not required | First proviso to section 92(1) |
| The financial statements | Authorised chairperson or two directors including the MD; CEO, CFO and company secretary where appointed | Auditor's report | Section 134(1) |

Foreign directors cause most signing delays. Each needs an active DIN and a Class 3 DSC from an Indian certifying authority.

Since 31 Mar 2026, DIR-3 KYC Web falls due by 30 June after every third financial year (G.S.R. 943(E) of 31 Dec 2025). The next is due by 30 Jun 2028. A DIN deactivated for missed KYC blocks the form. Our guide on [foreign national directors](/insights/foreign-national-director-indian-company-din) covers DSCs and KYC.

## What are the filing fees and late fees?

The normal fee for AOC-4 or MGT-7 is INR 200 to INR 600, by nominal share capital. Each form filed late adds INR 100 for every day of delay. Section 403 fixes INR 100 a day as the floor for forms under sections 92 and 137. The Companies (Registration Offices and Fees) Rules, 2014 (the Fees Rules) charge that amount where the form fell due after 30 Jun 2018.

| Nominal share capital (INR) | Normal fee per form (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |

Nominal share capital means authorised capital. A subsidiary with authorised capital of INR 1 crore and INR 10 lakh paid up pays INR 600.

[Section 403(1)](https://www.incometaxindia.gov.in/w/section-403-2) sets a floor and no ceiling, and we have not found a cap in the Fees Rules for these two forms. DPT-3, by contrast, pays multiples of the normal fee capped at 12 times. The third proviso to section 403(1) allows a higher prescribed fee after two or more defaults. A repeat defaulter should check the fee the portal computes.

| Days late | Additional fee per form (INR) | Both forms late by the same days (INR) | Total with normal fee at 600 per form (INR) |
|---|---|---|---|
| 1 | 100 | 200 | 1,400 |
| 30 | 3,000 | 6,000 | 7,200 |
| 90 | 9,000 | 18,000 | 19,200 |
| 180 | 18,000 | 36,000 | 37,200 |
| 365 | 36,500 | 73,000 | 74,200 |
| 730 | 73,000 | 1,46,000 | 1,47,200 |

CCFS-2026 offered a reduced additional fee on pending annual filings from 15 Apr 2026. It closed on 15 Sep 2026 after two extensions, so a company filing now pays the full fee.

## What penalties apply beyond the late fee?

The additional fee lets the ROC accept a late form, but it does not settle the penalty. The ROC, as adjudicating officer under section 454, can still impose INR 10,000 plus INR 100 a day. Section 137(3) covers AOC-4 and section 92(5) covers MGT-7. Missing the AGM is a separate offence under section 99.

Section 137(3) charges the company for each day the failure continues and its officers for each day after the first. It names the managing director and CFO first, then the director charged with the duty, then all directors. Section 92(5) charges the company and every officer in default for each day after the first.

Under [section 454](https://www.incometaxindia.gov.in/w/section-454-2)(5) and (6), the company or officer can appeal to the Regional Director within 60 days of receiving an order. Failing to comply with the order within 90 days is an offence under section 454(8). The order also goes into Part XII of the next MGT-7.

| Default | Provision | Company (INR) | Officers (INR) |
|---|---|---|---|
| AOC-4 filed late | Section 137(3) | 10,000 plus 100 a day, up to 2,00,000 | MD and CFO, or the director in charge: 10,000 plus 100 a day after the first, up to 50,000 |
| MGT-7 filed late | Section 92(5) | 10,000 plus 100 a day after the first, up to 2,00,000 | Each officer in default: 10,000 plus 100 a day after the first, up to 50,000 |
| Adjudication order not complied with in 90 days | Section 454(8) | Fine 25,000 to 5,00,000 | Imprisonment up to six months, fine 25,000 to 1,00,000, or both |
| MGT-8 certified wrongly | Section 92(6) | Not applicable | Company secretary in practice: 2,00,000 |
| Board's report defaults | Section 134(8) | Penalty 3,00,000 | 50,000 each |
| AGM not held in time | Section 99 | Fine up to 1,00,000, plus up to 5,000 a day | Same |
| False statement in a filed form | Sections 448 and 449 | Punishment under those sections | Same |

## What happens after three years of default?

Section 164(2)(a) applies when a company has not filed financial statements or annual returns for any continuous period of three financial years. Every director then becomes ineligible for five years, at that company and at any other. The ROC can also strike off a company that has stopped business, under section 248.

[Section 164(2)](https://www.incometaxindia.gov.in/w/section-164-76) uses "or", so on our reading three continuous years without AOC-4 is enough, even if MGT-7 went in. A director newly appointed to a company already in default has six months before the bar applies. Under the proviso to [section 167(1)(a)](https://www.incometaxindia.gov.in/w/section-167-77), the director's office falls vacant in every other company. A regional finance head on four Indian boards can lose three seats because one subsidiary stopped filing. Foreign directors are not exempt.

[Section 248(1)(c)](https://www.incometaxindia.gov.in/w/section-248-69) lets the ROC remove a company that has carried on no business for the two preceding financial years. It applies only if the company has not sought dormant status. Once the ROC publishes the notice, the company stands dissolved, but its directors', officers' and members' liability continues (section 248(5) and (7)). Under [section 252](https://www.incometaxindia.gov.in/w/section-252-69), an aggrieved person can appeal to the National Company Law Tribunal within three years of the ROC's order. The company, a member, a creditor or a workman can seek restoration within 20 years of the Gazette notice.

Our [company dormancy service](/services/company-dormancy.html) suits a deliberately dormant subsidiary. Our guide to [closing an Indian subsidiary](/insights/close-indian-subsidiary-strike-off-or-winding-up) covers the exit routes. The pending Corporate Laws (Amendment) Bill, 2026 would cut the section 164(2)(a) period to two years.

| Stage | What happens | Law |
|---|---|---|
| Day after the due date | Additional fee of INR 100 a day starts on each form | Section 403; Fees Rules |
| Any time after the due date | The ROC may start adjudication | Sections 92(5), 137(3) and 454 |
| AGM not held by the due date | Fine on the company and each officer in default | Section 99 |
| Accounts or annual returns unfiled for three continuous years | Every director ineligible for five years; other directorships fall vacant | Section 164(2)(a); proviso to section 167(1)(a) |
| Next audit report of any company the person directs | Auditor reports the disqualification | Section 143(3)(g) |
| No business for two preceding years and no dormant application | The ROC may strike the company off | Section 248(1)(c) |
| After the strike off notice | Company dissolved; liability continues; restoration through the Tribunal | Sections 248(5), 248(7) and 252 |

We clear old defaults through our [compliance rescue](/compliance-rescue) work. File the oldest year first, and file before the third year's due date so the chain never reaches three years.

## How do AOC-4 and MGT-7 work on MCA V3?

Since 14 Jul 2025, companies file the annual forms only on MCA21 V3. G.S.R. 357(E) revised the AOC-4 family and G.S.R. 358(E) revised MGT-7 and MGT-7A, both on 30 May 2025. The filer completes the web form, attaches signed PDFs, adds DSCs, pays the fee and receives a service request number (SRN).

We run each filing in this order:

1. Update the company master on V3: registered office, email, directors, KMP and auditor.
2. Check that each signatory's DSC sits on their V3 user ID and that each DIN is active.
3. File AOC-4 first, using the AGM date in the minutes.
4. File MGT-7 next, with the same AGM date and financial year.
5. Pay the SRN challan the same day, including any additional fee the portal calculates.
6. Save the SRN, challan and filed PDF in the statutory records.

| Check before filing | Why it matters | Where we look |
|---|---|---|
| AGM date and financial year | Both forms must tell the same story | AGM minutes |
| Authorised and paid up capital | Sets the fee and the XBRL and MGT-8 tests | Company master; PAS-3 and SH-7 filings |
| Directors and KMP | Every signatory needs an active DIN and a linked DSC | Company master; DIR-12 filings |
| Auditor | AOC-4 should name the auditor on record | ADT-1 and the appointment resolution |
| Shareholders and transfers | MGT-7 lists every holder and transfer | Register of members; FC-GPR and FC-TRS |
| Related party contracts | AOC-2 must match the notes to the accounts | Intercompany agreements |
| Penalties in the year | Part XII of MGT-7 must disclose them | Adjudication and compounding orders |

## What changed in 2026

For AOC-4 and MGT-7, 2026 brought a fee amnesty, a new KYC cycle for directors and a pending Bill. The July 2025 form changes shape the FY 2025-26 filings, so the table includes them.

| Area | Old position | New position | Date | Instrument |
|---|---|---|---|---|
| Pending annual filings | Full additional fee | Reduced additional fee under CCFS-2026; closed after extensions to 31 Aug and 15 Sep 2026 | 15 Apr 2026 to 15 Sep 2026 | General Circulars 01/2026 (24 Feb 2026), 03/2026 and 04/2026 |
| DPT-3 fee relief | Additional fee from 1 Jul 2026 | No additional fee on DPT-3 up to 31 Jul 2026; AOC-4 and MGT-7 not covered | 19 Jun 2026 | General Circular 02/2026 |
| FY 2025-26 AOC-4 and MGT-7 | Not applicable | No relaxation or extension found | As of 1 Oct 2026 | None |
| Director KYC | DIR-3 KYC every year by 30 September | DIR-3 KYC Web by 30 June after every third financial year; next 30 Jun 2028 | 31 Mar 2026 | G.S.R. 943(E), 31 Dec 2025; fees by G.S.R. 300(E), 21 Apr 2026 |
| Companies Act amendments | Section 164(2)(a) at three years; small company limits INR 10 crore and INR 100 crore | Proposed: two years; INR 20 crore and INR 200 crore; a physical AGM at least once in three years | Introduced 23 Mar 2026; not passed by 1 Oct 2026 | Corporate Laws (Amendment) Bill, 2026 |
| Small company limits (late 2025) | INR 4 crore capital, INR 40 crore turnover | INR 10 crore and INR 100 crore; subsidiaries still excluded | 1 Dec 2025 | G.S.R. 880(E) |
| FY 2024-25 filings (late 2025) | Statutory dates | No additional fee up to 31 Jan 2026; AGM dates unchanged | 17 Oct 2025 and 30 Dec 2025 | General Circulars 06/2025 and 08/2025 |
| Annual filing forms (2025) | V2 forms | Revised AOC-4 family, AOC-1, AOC-2, CSR-2, MGT-7 and MGT-7A on V3 only | 14 Jul 2025 | G.S.R. 357(E) and 358(E), 30 May 2025 |
| AOC-4 XBRL (2025) | XBRL instance only | PDF of the signed statements and reports also required | 14 Jul 2025 | G.S.R. 371(E), 6 Jun 2025 |
| Board's report (2025) | No maternity benefit statement | Sexual harassment complaint figures and a Maternity Benefit Act statement | 14 Jul 2025 | G.S.R. 357(E) |
| AGMs by video (2025) | Allowed to fixed dates | Allowed until further orders | 22 Sep 2025 | General Circular 03/2025 |

Check the [MCA circulars page](https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/circulars.html) before you file, in case MCA issues a relaxation after 1 Oct 2026. The Bill text is in the [Gazette of India](https://egazette.gov.in/WriteReadData/2026/271201.pdf).

## Worked example

### An AGM on 29 Sep 2026 and a late MGT-7

US Inc owns 100 percent of IndiaCo Private Limited, with one share held by a nominee. For FY 2025-26, IndiaCo has authorised and paid up capital of INR 1 crore and turnover of INR 30 crore under AS. It has no company secretary and no subsidiary.

| Question | Test | IndiaCo | Result |
|---|---|---|---|
| AOC-4 or AOC-4 XBRL | Paid up capital INR 5 crore, turnover INR 100 crore, Ind AS | INR 1 crore; INR 30 crore; AS | Plain AOC-4 |
| AOC-4 CFS | Own subsidiary, associate or joint venture | None | Not required |
| MGT-7 or MGT-7A | Holding or subsidiary company | Subsidiary of US Inc | MGT-7 |
| MGT-8 | Paid up capital INR 10 crore or turnover INR 50 crore | INR 1 crore; INR 30 crore | Not required |
| Who signs MGT-7 | No company secretary | Director plus company secretary in practice | Section 92(1) |
| Normal fee | Nominal capital INR 1 crore or more | INR 1 crore | INR 600 per form |

The AGM notice needs 21 clear days, so it goes out by 7 Sep 2026, leaving 8 Sep to 28 Sep clear.

| Step | Date |
|---|---|
| AGM notice sent | 7 Sep 2026 |
| AGM held | 29 Sep 2026 (Tuesday) |
| AOC-4 due | 29 Oct 2026; we file by 28 Oct 2026, counting the AGM day |
| MGT-7 due | 28 Nov 2026 (Saturday) |
| MGT-7 actually filed, 45 days late | 12 Jan 2027 |

The 45 days run from 29 Nov 2026 to 12 Jan 2027. MGT-7 then costs:

- additional fee: INR 100 × 45 = INR 4,500;
- normal fee: INR 600;
- total paid to MCA: INR 5,100, against INR 600 if filed on 28 Nov 2026.

If the ROC adjudicates under section 92(5), the penalty counts days after the first:

- company: INR 10,000 + (INR 100 × 44) = INR 14,400;
- each officer in default: INR 10,000 + (INR 100 × 44) = INR 14,400.

For the company and two directors in default, the worst case is INR 14,400 × 3 = INR 43,200. With the INR 5,100 fee, the delay can cost INR 48,300.

### Two missed years and a third coming due

UK Ltd owns UKIndia Private Limited, with authorised capital of INR 1 crore. UKIndia held no AGM and filed nothing for FY 2023-24 or FY 2024-25. With both audits now complete, it holds the late AGMs and files all four forms on 20 Oct 2026.

Each due date runs from the last permitted AGM date, 30 September. The FY 2024-25 waiver ended on 31 Jan 2026, and CCFS-2026 closed on 15 Sep 2026.

| Form | Due date | Days late on 20 Oct 2026 | Additional fee (INR) |
|---|---|---|---|
| AOC-4, FY 2023-24 | 30 Oct 2024 | 720 | 72,000 |
| MGT-7, FY 2023-24 | 29 Nov 2024 | 690 | 69,000 |
| AOC-4, FY 2024-25 | 30 Oct 2025 | 355 | 35,500 |
| MGT-7, FY 2024-25 | 29 Nov 2025 | 325 | 32,500 |
| Total | | | 2,09,000 |

With four normal fees of INR 600, UKIndia pays INR 2,11,400 to MCA. The penalty exposure, if the ROC adjudicates, is larger:

| Form | Company (INR) | Each officer in default (INR) |
|---|---|---|
| AOC-4, FY 2023-24 | 10,000 + 72,000 = 82,000 | 10,000 + 71,900 = 81,900, capped at 50,000 |
| MGT-7, FY 2023-24 | 10,000 + 68,900 = 78,900 | 10,000 + 68,900 = 78,900, capped at 50,000 |
| AOC-4, FY 2024-25 | 10,000 + 35,500 = 45,500 | 10,000 + 35,400 = 45,400 |
| MGT-7, FY 2024-25 | 10,000 + 32,400 = 42,400 | 10,000 + 32,400 = 42,400 |
| Total (company; per officer) | 2,48,800 | 1,87,800 |

The timing protects the directors. If UKIndia also missed FY 2025-26, it would have three continuous unfiled years under section 164(2)(a). Filing the two old years on 20 Oct 2026 breaks the chain, and FY 2025-26 should follow by 30 Oct and 29 Nov 2026. Section 99 exposure for the missed AGMs remains.

## Common mistakes

1. **Filing MGT-7A for a subsidiary.** A subsidiary of a foreign parent is never a small company. Fix: file MGT-7 with a cash flow statement.
2. **Counting from the year end or the board meeting.** Fix: diary AOC-4 at 30 days and MGT-7 at 60 days.
3. **Waiting for an MCA extension.** The FY 2024-25 relief came late and did not move the AGM date. Fix: plan on the statutory dates.
4. **Missing the switch to XBRL.** Fix: test the XBRL Rules after every allotment that lifts paid up capital.
5. **Attaching AOC-1 for the foreign parent.** AOC-1 covers only the Indian company's own investees. Fix: leave it out unless the Indian company owns one.
6. **Leaving parent recharges out of AOC-2.** Fix: list every intercompany agreement in force during the year.
7. **Reporting the parent as an FII.** Fix: report a foreign parent as a body corporate and foreign founders as foreign nationals.
8. **Share capital in MGT-7 that does not match FEMA filings.** Fix: reconcile with every PAS-3, FC-GPR and FC-TRS.
9. **A foreign director's DSC or DIN not ready.** Fix: renew DSCs and check DIN status in July.
10. **Treating the late fee as the end of it.** The ROC can still adjudicate. Fix: file quickly and record the reason for the delay.
11. **Skipping the AGM and filing anyway.** Section 99 still applies. Fix: hold the AGM, or apply for an extension before 30 September.
12. **Two AGM dates for one meeting.** Fix: take the date from the signed minutes for both forms.
13. **Leaving a dormant subsidiary unfiled.** Fix: keep filing, or apply for dormant status or closure.

## Checklist

1. Test each year whether the Indian company is a subsidiary, a holding company or a small company.
2. Test AOC-4 XBRL applicability on paid up capital, turnover and Ind AS status.
3. Test MGT-8 applicability on paid up capital of INR 10 crore and turnover of INR 50 crore.
4. Confirm every signatory has an active DIN and a valid DSC linked to their V3 user ID.
5. Collect intercompany agreements for AOC-2 and the related party note.
6. Approve the financial statements and board's report at a board meeting, and have the auditor sign.
7. Send the AGM notice at least 21 clear days ahead, or collect shorter notice consent.
8. Hold the AGM within six months of the year end, or apply on Form GNL-1 for an extension before that date.
9. File AOC-4, AOC-4 XBRL or AOC-4 CFS within 30 days of the AGM, counting the AGM day for safety.
10. Reconcile MGT-7 share capital and transfers with PAS-3, FC-GPR, SH-4 and FC-TRS.
11. Obtain the MGT-8 certificate where the thresholds apply.
12. File MGT-7 within 60 days from the AGM, with the same AGM date as AOC-4.
13. File the CSR-2 report under rule 12(1B) if section 135 applies.
14. Save the SRNs, challans and filed PDFs in the statutory records.
15. Record any adjudication order for Part XII of next year's MGT-7.

Both forms sit inside our [company compliance service](/services/compliance-company.html). Send us your last AOC-4 and MGT-7 through our [contact page](/contact).

## Frequently Asked Questions

### Has MCA extended the AOC-4 and MGT-7 due dates for FY 2025-26?

We found none as of 1 Oct 2026. The latest circular we found, General Circular 04/2026 of 31 Aug 2026, only extended CCFS-2026 to 15 Sep 2026. For FY 2024-25, MCA waived additional fees until 31 Jan 2026 but did not move the AGM date.

### Can we file AOC-4 before the AGM?

No. Section 137(1) requires the financial statements "duly adopted" at the AGM, so AOC-4 follows the AGM. If the AGM does not adopt the accounts, the company files them within 30 days as unadopted statements. If no AGM is held, section 137(2) needs a statement of facts and reasons.

### What is the difference between AOC-4 and AOC-4 XBRL?

Both file the same financial statements. AOC-4 takes form fields and PDF attachments. AOC-4 XBRL takes a tagged file on the MCA taxonomy, plus a signed PDF under rule 3(1A) of the XBRL Rules. XBRL applies at INR 5 crore paid up capital, INR 100 crore turnover, or on Ind AS.

### Does a subsidiary with no revenue still file AOC-4 and MGT-7?

Yes. Sections 92 and 137 apply to every company, with no revenue or activity threshold. A subsidiary that has not started trading still holds an AGM, adopts audited accounts and files both forms. One that will stay inactive for a long time can apply for dormant status under section 455 instead.

### Who is an officer in default for a late MGT-7?

Section 92(5) makes the company and every officer in default liable. Section 2(60) starts with whole time directors and KMP. Where there are none, it covers directors the board names, or all directors, plus anyone charged with filing. For AOC-4, section 137(3) names the managing director and CFO first.

### Can a foreign director sign AOC-4 and MGT-7?

Yes, if the director holds an active DIN and a Class 3 DSC from an Indian certifying authority, linked to a V3 user ID. The foreign director signs from abroad like a resident director. Many groups let the resident director sign, with a foreign director named in the board resolution as the alternate.

### Is MGT-8 required for a foreign owned private company?

Only above the thresholds. Rule 11(2) of the Management Rules and the MGT-7 form apply MGT-8 to listed companies. They also apply it at INR 10 crore of paid up capital or INR 50 crore of turnover. A company secretary in practice then certifies the return and the company's compliance with the Act.

### Does the foreign parent file anything with the ROC for its subsidiary?

No annual return or accounts. The Indian subsidiary files AOC-4 and MGT-7 itself, and its MGT-7 shows the parent's holding. The individuals behind the parent may need to declare their interest under section 90, and the subsidiary then files BEN-2. A foreign company with an Indian branch files FC-3 and FC-4.

### Can the AGM take place at the parent's office abroad?

A physical AGM must be held in India. Section 96(2) allows the registered office city, or any place in India for an unlisted company whose members all consent in advance. MCA General Circular 03/2025 of 22 Sep 2025 allows AGMs by video conference until further orders, so the parent's people can attend by video.

### What if the audit is not finished by 30 September?

Apply to the ROC on Form GNL-1 before 30 September for an AGM extension of up to three months. The ROC grants it only for a special reason, never for a first AGM, and both forms then run from the extended date. Otherwise the company defaults under section 99.

### Does AOC-4 include the parent's financial statements?

No. The Indian subsidiary files only its own statements. It files consolidated statements (AOC-4 CFS) only if it owns a subsidiary, associate or joint venture itself, and AOC-1 covers those investees. The parent's name and holding appear in MGT-7 and in the related party note to the accounts.

### How is the late fee calculated when both forms are late?

Each form carries its own additional fee of INR 100 a day from its own due date, plus its normal fee. AOC-4 falls due 30 days before MGT-7, so it usually has more days of delay. A company that files both forms 90 days late pays INR 18,000 in additional fees, plus two normal fees.

### Can a struck off company file its missing AOC-4 and MGT-7?

Not until the Tribunal restores it. After the strike off notice, the company stands dissolved under section 248(5). The company, a member, a creditor or a workman can apply to the National Company Law Tribunal under section 252. The limit is 20 years from the Gazette notice. Once restored, the company files every missing year.

### Does a subsidiary without a website need to publish MGT-7 online?

No. Section 92(3) requires a copy of the annual return on the company's website "if any". Section 134(3)(a) asks the board's report for that web address. A subsidiary that uses only the parent's global website has no site of its own to publish on. Some groups add an Indian page anyway.

### Does CCFS-2026 still help a company with old defaults?

No. CCFS-2026 ran from 15 Apr 2026 and closed on 15 Sep 2026, after extensions in General Circulars 03/2026 and 04/2026. It let companies clear pending annual forms at a reduced additional fee. A company filing now pays the full INR 100 a day per form and faces normal adjudication under section 454.

### What happens to the Indian company's own foreign subsidiary accounts?

The fourth proviso to section 137(1) covers each subsidiary incorporated outside India without a place of business in India. The Indian company attaches its accounts. If home law needs no audit and none was done, the fifth proviso allows unaudited accounts with a declaration and an English translation where needed.

### Is the same AGM date used for both forms?

Yes. Both forms run from the same meeting, and MGT-7 records the AGM date in Part I. We take the date from the signed AGM minutes and use it in both forms. A mismatch puts two dates for one meeting on the public record and invites an ROC query.

## Sources

- Income Tax Department, Companies Act, 2013 section 2 (definitions, clauses 40, 41, 85 and 87), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-2-148
- Income Tax Department, Companies Act, 2013 section 92 (annual return), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-92-92
- Income Tax Department, Companies Act, 2013 section 96 (annual general meeting), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-96-45
- Income Tax Department, Companies Act, 2013 section 99 (default in meetings), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-99-44
- Income Tax Department, Companies Act, 2013 section 134 (financial statement and board's report), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-134-81
- Income Tax Department, Companies Act, 2013 section 137 (filing of financial statement), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-137-79
- Income Tax Department, Companies Act, 2013 section 143 (auditors), read 27 Sep 2026, https://www.incometaxindia.gov.in/w/section-143-80
- Income Tax Department, Companies Act, 2013 section 164 (director disqualification), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-164-76
- Income Tax Department, Companies Act, 2013 section 167 (vacation of office), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-167-77
- Income Tax Department, Companies Act, 2013 section 248 (strike off), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-248-69
- Income Tax Department, Companies Act, 2013 section 252 (appeal to Tribunal), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-252-69
- Income Tax Department, Companies Act, 2013 section 403 (fee for filing), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-403-2
- Income Tax Department, Companies Act, 2013 section 454 (adjudication of penalties), read 1 Oct 2026, https://www.incometaxindia.gov.in/w/section-454-2
- Ministry of Corporate Affairs, General Circulars 03/2025 (22 Sep 2025), 06/2025 (17 Oct 2025), 08/2025 (30 Dec 2025), 01/2026 (24 Feb 2026), 02/2026 (19 Jun 2026), 03/2026 (8 Jul 2026) and 04/2026 (31 Aug 2026), https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/circulars.html
- Ministry of Corporate Affairs, Notifications G.S.R. 357(E) and 358(E) of 30 May 2025, G.S.R. 371(E) of 6 Jun 2025, G.S.R. 880(E) of 1 Dec 2025, G.S.R. 943(E) of 31 Dec 2025 and G.S.R. 300(E) of 21 Apr 2026, https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/notifications.html
- Ministry of Corporate Affairs, fee schedule under the Companies (Registration Offices and Fees) Rules, 2014, https://www.mca.gov.in/content/mca/global/en/mca/fo-llp-services/enquire-fees.html
- Press Information Bureau, MCA amends One Person Companies (OPCs) rules, 3 Feb 2021, https://www.pib.gov.in/PressReleaseIframePage.aspx?PRID=1694828
- Press Information Bureau, Year End Review 2025, Ministry of Corporate Affairs, 1 Jan 2026, https://www.pib.gov.in/PressReleasePage.aspx?PRID=2210429
- Press Information Bureau, MCA replaces annual KYC with KYC once in three years, 1 Jan 2026, https://www.pib.gov.in/PressReleasePage.aspx?PRID=2210552&reg=3&lang=1
- National Backward Classes Finance and Development Corporation, filed Form MGT-7 for FY 2024-25 on the V3 format, read 1 Oct 2026, https://nbcfdc.gov.in/nbcfdc/web/sites/default/files/2026-02/MGT_7_%2024-25.pdf
- Gazette of India, Corporate Laws (Amendment) Bill, 2026 as introduced on 23 Mar 2026, https://egazette.gov.in/WriteReadData/2026/271201.pdf

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