Critical Changes to ROC Annual Filing Forms (AOC-4, MGT-7) for 2025

ROC Annual Filing: Understanding the Major Updates to Forms AOC-4, MGT-7, and More

The Ministry of Corporate Affairs (MCA) is consistently working to enhance corporate compliance in India, and the recent modifications to annual filing forms, particularly AOC-4 and MGT-7, signify a considerable advancement in this effort. With the final rollout of 38 Company Forms on the MCA V3 portal set for July 14, 2025, companies need to be adequately prepared to adapt to these changes.

These updates are designed to improve the filing process, enhance data accuracy, and promote increased transparency. Let’s explore the key alterations affecting forms AOC-4, MGT-7/7A, and other important filings.

The MCA V3 Portal: A Digital Advancement

The MCA's move to the V3 portal signifies a complete transition to digital annual compliance. Starting June 1, 2025, several essential forms, including 13 for annual filings and 6 for audit/cost audit, have become available on the V3 portal. This transition promises a more seamless experience for users, with pre-filled information, integrated validation of Digital Signature Certificates (DSC), and quicker approval processes facilitated by backend automation.

However, stakeholders should be aware that e-filings on the current V2 portal will be turned off from June 18, 2025, at midnight, and the "Pay Later" offline payment option on V2 will end on June 8, 2025. A planned downtime for the V3 portal from July 9 to July 13, 2025, also indicates that filings should be completed promptly before this period, as no fee waivers or extensions will be granted.

Significant Changes in Form AOC-4 (Financial Statements)

Form AOC-4 is essential for submitting a company’s financial statements to the Registrar of Companies (ROC). The latest updates introduce several beneficial and crucial modifications:

Web-based and Integrated Annexures:

• Previously, businesses were required to upload PDF annexures for documents such as the Director's Report and Auditor's Report. Now, these will be incorporated as linked forms within the MCA V3 system. This means that extracts of the auditor's report and board's report will appear as new web forms, while AOC-1 (details of holding, subsidiary, and associate companies) and AOC-2 (related party transactions) will be included as new web forms within AOC-4.
• This change removes the need for separate PDF uploads, streamlining the filing procedure and decreasing redundancy.

Linked Filings and CSR Integration:

• The CSR-2 form (for Corporate Social Responsibility activities) must now be submitted alongside AOC-4, ensuring uniformity in reporting.
• In addition, Consolidated Financial Statements (CFS) are directly linked to AOC-4 (AOC-4 CFS). Companies are prohibited from filing AOC-4 without also submitting CFS if applicable, providing a comprehensive view of group financials. AOC-4 CFS in V3 can also be submitted independently even if AOC-4 was filed in V2, with the Auditor's Report and Director's Report needing to be linked.

Pre-filled Data with Explanations:

To improve accuracy and convenience, the form will automatically fill in the Balance Sheet and Profit & Loss Account figures from the previous year. Edits are permitted, but any modifications must be accompanied by a mandatory explanation, which helps track changes and minimizes errors.

Flexibility for Offline and Online Filing:

The updated AOC-4 provides options for filing both online and offline. The offline method allows users to download an Excel sheet for detailed data input, which can then be uploaded. This combination approach offers flexibility for those submitting forms.

Simplified and Detailed Disclosure:

• Several repetitive fields have been removed to make the form simpler and enhance user experience. The new version requires clear disclosure of Secretarial Audit qualifications, fostering greater transparency.
• AOC-4 filing is now available for companies undergoing Corporate Insolvency Resolution Process (CIRP) or liquidation, aiding compliance during these difficult times.
• Existing XBRL taxonomies will still be utilized, and AOC-4 XBRL will now necessitate signed financials in XML format.

Important Changes in Form MGT-7/7A (Annual Return)

Form MGT-7 (for most companies) and MGT-7A (for One Person Companies and Small Companies) are essential for filing annual returns. Major changes include:

Excel-Based Data:

• The lists of shareholders/debenture holders and details of board/shareholder/committee meetings will now be compiled in Excel format and included as attachments. This marks a significant change from earlier practices. The shareholders list will not appear in the generated PDF of MGT-7/7A, similar to PAS-3.

No Necessity for Linked Filings:

• Unlike AOC-4, MGT-7 and MGT-7A will no longer require linked filings.

Improved Information:

• A specific section for Beneficial Ownership (BO) provisions has been incorporated.
• The company’s name and address as of the year-end date will now be added.
• For the first time, interior and exterior photographs of the company must be submitted along with MGT-7 and MGT-7A.

Streamlined MGT-8:

• The MGT-8 attachment has been removed and integrated directly into the form, simplifying the process.

CIRP/Liquidation Compliance:

• Similar to AOC-4, MGT-7 and MGT-7A are also now available for companies in CIRP or liquidation.

Larger Attachment Size:

• The maximum attachment size for the shareholders list in MGT-7 has been raised to 300 MB (limited to 15 files of 20 MB each). The cumulative total file size limits for AOC-4 and related forms have also been increased from 8 MB to 10 MB.

Updates to Other Key Forms

In addition to AOC-4 and MGT-7/7A, several other forms have also been updated:

• ADT-1 (Appointment of Auditors): This will only be available for online submission, with no option for offline filing. New fields for firm registration number and auditor's membership number have been added, alongside recommendations from the audit committee.
• CRA-2 (Appointment of Cost Auditor): This will also transition to online-only submission. New fields addressing the nature of the appointment and sections relevant to demergers and mergers have been incorporated.
• CRA-4 (Cost Audit Report): This has become an XBRL form with newly added fields for GNL-1 SRN.
• CRL-1: This form is now only available in an online format, with subsidiary details collected directly within the form.
• MGT-15 (Filing of minutes of AGM/EGM): A new field specifying the financial year to which the AGM relates has been introduced. This will now also require a signature from the Company Secretary (Key Managerial Personnel) and is available for companies in CIRP/liquidation.
• GNL-1: This form remains non-STP, with new fields for DIN/PAN and the period of default for compounding offenses.

Important Note on Due Dates and Penalties:

It is crucial for companies to meet the specified due dates to avoid significant penalties. While the exact due dates for the fiscal year 2024-25 will depend on the timing of your Annual General Meeting (AGM), generally:

• AOC-4: This must be submitted within 30 days following the AGM's conclusion.
• MGT-7/7A: This needs to be filed within 60 days after the AGM wraps up.

Failing to submit these documents on time results in substantial penalties, usually starting at ₹100 per day for each day they are overdue for both AOC-4 and MGT-7/7A. These fines can accumulate rapidly, underscoring the necessity for prompt compliance.

Conclusion: Embracing the New Era of Compliance

The ongoing modifications to annual filing forms by the MCA demonstrate India's shift towards a more digitized, transparent, and effective corporate regulatory framework. Although these updates may appear extensive, they aim to reduce the compliance burden and enhance data quality.

Both companies and professionals need to keep up with these changes, comprehend the revised requirements, and adjust their internal processes as needed. Taking advantage of the new features of the V3 portal and ensuring careful preparation will be crucial for timely and compliant submissions, thus avoiding penalties and promoting sound corporate governance.

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