As we step into the annual compliance season, companies in India must gear up for ROC annual filings under the Companies Act, 2013. This year, the MCA (Ministry of Corporate Affairs) has introduced several changes in forms, disclosures, and filing procedures that every director, company secretary, and compliance officer should be aware of.
Here’s a quick breakdown
1. Holding of AGM
- Deadline: 30th September 2025 (for companies following April–March FY).
- Agenda includes adoption of financials, Board’s Report, appointment/reappointment of auditors, and approval of dividends (if any).
- Exemption: OPCs and Small Companies are not required to hold an AGM.
2. Filing of Financial Statements – AOC-4
- Due Date: Within 30 days of AGM (→ 29th October 2025 if AGM held on 30th Sept).
- New Changes:
- Mandatory disclosure of POSH complaints & Maternity Benefit Act compliance
- Gender-wise employee count
- Upload photos of registered office (inside + outside with company name board)
- Filing in XBRL + PDF formats
3. Filing of Annual Return – MGT-7 / MGT-7A
- Due Date: Within 60 days of AGM (→ 29th November 2025 if AGM held on 30th Sept).
- New Changes:
- Detailed shareholding pattern (promoter vs non-promoter, resident vs non-resident, gender-wise)
- Enhanced board & committee meeting disclosures (dates, quorum, attendance)
- Director/KMP details with gender, nationality, tenure and ID proof number
- Shareholder details to be submitted in Excel-linked sheet
Comparison – AOC-4 (Filing of Financial Statements)
| Aspect | Old (MCA V2) | New (MCA V3 – 2025) |
|---|---|---|
| Mode of Filing | Offline e-form (PDF utility), uploaded to MCA V2 | Web-based form in MCA V3 (with offline Excel utility for large tables) |
| Attachments | Financial statements, Board Report, Auditor Report as PDF attachments | Board Report extract, Auditor’s Report (standalone + consolidated), Secretarial Auditor’s observations now mandatory linked forms; Financials in XBRL + PDF |
| Subsidiary / Associate disclosure | AOC-1 annexed as attachment | AOC-1 is a linked form within AOC-4 filing |
| Related party disclosures | AOC-2 annexed as attachment | AOC-2 is a linked annexure in the web form |
| CSR reporting | CSR report filed separately in CSR-2 (later amendment) | CSR-2 is integrated / linked to AOC-4 filing |
| Disclosures in Board Report | General disclosures as per Sec. 134 | Additional disclosures required: POSH complaints (pending >90 days), compliance with Maternity Benefit Act, gender-wise employee count |
| Validation | Limited field validations in PDF utility | Real-time web validation, auto-prefill of past year data, stricter error checks |
| Office Verification | No visual requirement | Photographs of registered office (outside with name board, inside with director present) required |
| Signatory | Director / CS / CFO with DSC | Same, but for CIRP/liquidation cases → IRP/RP/Liquidator can sign |
| Filing Deadline | 30 days from AGM | Same, but with stricter auto-calculated due dates in portal |
Comparison – MGT-7 / MGT-7A (Annual Return)
| Aspect | Old (MCA V2) | New (MCA V3 – 2025) |
|---|---|---|
| Mode of Filing | Offline PDF-based form | Fully web-based MCA V3 form |
| Company Applicability | MGT-7 for all, MGT-7A (from 2021) for small co./OPC | Continues, but with more structured disclosures |
| Shareholding pattern | Break-up in broad categories | More detailed tables: Promoter vs Non-Promoter, Resident vs Non-Resident, Gender-wise classification |
| Board/Committee meetings | Basic count of meetings held | Detailed disclosure: dates, quorum, members present, attendance summary |
| Directors/KMP | Names, DIN, designation | Now requires demographic categorization (gender, nationality), tenure details |
| Certification | Practising CS for certain cos. | Continues, but certification includes compliance with new disclosures (POSH, maternity, gender data) |
| Attachments | List of shareholders, extract of MGT-8 etc. | Shareholder details to be filed via Excel linked sheet, not only as PDF |
| Validation | Limited checks | Auto-prefilled DIN/PAN validation, cross-checks with MCA database |
| Filing Deadline | 60 days from AGM | Same (but portal auto-computes deadline post AGM date entered) |
Quick Takeaways
- AOC-4 → now heavier filing, with multiple linked annexures (AOC-1, AOC-2, CSR-2, Board/Auditor extracts, photos).
- MGT-7/MGT-7A → much more structured shareholder & meeting disclosures, with Excel upload sheets.
- Both → must be filed in MCA V3 (web-based), with real-time validation and DSC authentication.
- Extra Compliance → POSH complaints, maternity law compliance, gender data disclosures are the biggest new additions in Board Report & annual returns.
Compliance Calendar Snapshot
- 30 Sept 2025 → Hold AGM + DIR-3 KYC filing
- 29 Oct 2025 → File AOC-4 (financial statements)
- 29 Nov 2025 → File MGT-7 / MGT-7A (annual return)
- CSR-2, ADT-1, MGT-14 → File as applicable
Key Takeaway:
MCA is moving towards greater transparency and data accuracy by introducing structured disclosures, photo verification, and gender-based reporting. Companies should prepare well in advance to avoid last-minute penalties and ensure smooth filings.
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Excerpt from your article “Exemption: OPCs and Small Companies are not required to hold an AGM.” Please clarify that whether the Small Companies not reruired to hold an AGM, since no where it is mentioned by MCA.
Only One Person Companies are exempt from holding AGM under Section 96 of the Companies Act, 2013.
Small Companies are required to hold AGM, as no exemption has been provided by the Act or MCA.