Secretarial Insights

November 2025

Index

1	Introduction
2	Key Attachments in Annual Filing Forms
	a. Audited Financial Statements
	b. Auditor’s Report
	c. Board’s Report
	d. Form AOC-1
	e. CSR Report
	f. CAG Comments (if applicable)
	g. MGT-8 – Certificate by a Practicing Company Secretary
3	Role of Company Secretary in Annual Filing
4	Conclusion

Statutory Framework Governing Annual Filings Under the Companies Act, 2013

Dear Reader,

The Company Secretary Team at UJA is pleased to share a detailed insight on the Annual Filing Requirements under the Companies Act, 2013 — a crucial compliance area for every company incorporated in India.

This article provides a comprehensive overview of the mandatory annual filings in Forms AOC-4 and MGT-7 / MGT-7A, including their statutory timelines, key attachments and applicability based on company type and threshold limits. It further highlights the role of the Company Secretary (CS) in ensuring accuracy, timeliness and governance integrity throughout the filing process.

Through this write-up, we aim to simplify the understanding of Sections 137 and 92 of the Companies Act, 2013, along with the corresponding rules and to emphasize the importance of transparent financial and operational disclosure in maintaining corporate credibility.

We hope you find this article informative and helpful in strengthening your compliance practices.

For feedback or topic suggestions, please write to us at cs@uja.in.

Introduction

Annual filing is one of the most essential statutory compliances prescribed under the Companies Act, 2013, ensuring transparency, accountability, and regulatory disclosure of a company’s financial and operational position. Every company registered in India — whether private, public, small company or One Person Company (OPC) — is required to file specific annual forms with the Registrar of Companies (ROC) within prescribed timelines after the end of each financial year.

Fast-Track Merger: Section 233 of the Companies Act, 2013

Filing of Financial Statements — Form AOC-4
Section 137 of the Companies Act, 2013 read with Rule 12 of the Companies (Accounts) Rules, 2014 mandates every company to file a copy of its financial statements, duly adopted at the Annual General Meeting (AGM), with the ROC within 30 days of the AGM.
Filing of Annual Return — Form MGT-7 / MGT-7A
Section 92 of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 requires every company to file an annual return containing particulars such as shareholding pattern, indebtedness, directors and KMP details and meetings held, within 60 days from the date of the AGM.

These filings serve as an official record of a company’s financial performance and governance structure, accessible to shareholders, creditors, regulators and the public. Non-compliance attracts penal consequences under Section 137(3) and Section 92(5), including monetary penalties on the company and its officers in default.

In essence, annual filing is not merely a procedural formality but a statutory declaration of corporate integrity and compliance discipline under the Indian corporate law framework.

Key Attachments in Annual Filing Forms AOC-4 and MGT-7 / MGT-7A Applicability and Compliance Overview

Audited Financial Statements

Includes: Balance Sheet, Statement of Profit & Loss, Cash Flow Statement (if applicable), and Notes to Accounts.
Applicability: Mandatory for all companies.
Cash Flow Statement is not required for:
- One Person Company (OPC)
- Small Company
- Dormant Company (as per Section 2(40))
Purpose: To present the company’s financial position and performance for the financial year, duly approved by the Board and adopted at the AGM.

Auditor’s Report

Reference: Section 143 of the Companies Act, 2013.
Applicability:
- Mandatory for all companies whose financial statements are audited.
- Must be signed by the statutory auditor and include observations, qualifications or comments, if any.
Purpose: To certify that the financial statements present a true and fair view and comply with accounting standards.

Board’s Report

Reference: Section 134 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
Applicability:
- Mandatory for all companies, signed by the Chairperson or two directors (one of whom should be MD).
Threshold-based Additional Disclosures:
- CSR disclosures: Applicable if CSR provisions under Section 135 are triggered.
- Extract of Annual Return: Now to be provided as a web link (if any).
- Details of conservation of energy, technology absorption and foreign exchange earnings/outgo: Mandatory for public companies.
Purpose: To provide an overview of the company’s operations, policies and key managerial insights during the financial year.

Form AOC-1 – Statement Containing Salient Features of the Financial Statements of Subsidiaries / Associates / Joint Ventures

Reference: Section 129(3) and Rule 5 of the Companies (Accounts) Rules, 2014.
Applicability:
- Mandatory only for companies having one or more subsidiaries, associates or joint ventures.
- Even if consolidated financial statements are filed, AOC-1 must be attached separately.
Purpose: To disclose key financial data of subsidiaries/associates, such as shareholding percentage, profit/loss, net worth etc.
Form Type: Standard format prescribed in the Rules.

CSR Report

Reference: Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (CSR Policy) Rules, 2014.
Applicability: CSR provisions apply if, in any financial year, the company meets any of the following thresholds:
Net worth: ₹500 crore or more,
Turnover: ₹1,000 crore or more or
Net profit: ₹5 crore or more.
Purpose:
- To report CSR policy implementation, projects undertaken and expenditure incurred during the year.
- Must be included as an annexure to the Board’s Report and attached to AOC-4.
  Format: As per Rule 8 of the CSR Rules (Annual Report on CSR Activities).

CAG Comments (if applicable)

Reference: Section 143(5) and 143(6) of the Companies Act, 2013.
Applicability:
- Applicable only to Government Companies (Central or State).
- The Comptroller and Auditor General (CAG) conduct or directs the audit of government companies.
Purpose:
- To include the comments of CAG on the audit report and supplementary audit remarks, if any.
Attachment Requirement:
- Mandatory attachment along with the Auditor’s Report in Form AOC-4 for all government companies.

MGT-8 – Certificate by a Practicing Company Secretary

Reference: Section 92(2) of the Companies Act, 2013 and Rule 11(2) of the Companies (Management and Administration) Rules, 2014.
Applicability:
- Mandatory for the following categories of companies while filing Form MGT-7:
  - Listed Companies and
  - Other Companies have either of the following thresholds:
    - Paid-up Share Capital ≥ ₹10 Crore or
    - Turnover ≥ ₹50 Crore.
Not Applicable To:
- Small Companies and One Person Companies (OPCs) filing MGT-7A.
- Private companies below the above thresholds.
Purpose:
The MGT-8 certificate serves as an independent verification by a Practicing Company Secretary (PCS) confirming that:
- - The annual return (MGT-7) is correctly prepared,
  - The company has complied with all provisions of the Act relating to the meetings, filings, registers and share transfers.

Role of Company Secretary in Annual Filing

The Company Secretary (CS) plays a pivotal role in ensuring the company’s statutory compliance and corporate governance obligations under the Companies Act, 2013. Among the various responsibilities entrusted to a CS, annual filing holds significant importance, as it reflects the company’s legal and financial standing before the Registrar of Companies (ROC) and other stakeholders.

Ensuring Timely Compliance
The CS is responsible for monitoring due dates and ensuring that all annual forms — AOC-4 (Financial Statements) and MGT-7 / MGT-7A (Annual Return – are prepared, verified and filed within the statutory timelines (30 days and 60 days from the AGM, respectively). Timely filing helps the company avoid additional fees and penalties under Sections 137(3) and 92(5).
Coordination with Auditors and Management
The CS acts as a bridge between the statutory auditors and the Board of Directors to facilitate the preparation and finalization of financial statements, Board’s and Auditor’s Reports. Coordination ensures that all disclosures, annexures and attachments are accurate and compliant with accounting and legal requirements.

Preparation and Verification of Forms
Before filing, the CS ensures:

- All particulars in AOC-4 and MGT-7/7A are correctly captured.
- Attachments such as the Board’s Report, Auditor’s Report, AOC-1 and MGT-8 (where applicable) are complete.
- The digital signatures of the authorized signatories (Director/CFO/CS) are affixed properly.

Certification and Attestation
For companies crossing specified thresholds — paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more — the CS in practice must issue the MGT-8 certificate certifying that the company’s annual return is accurate and that the company has complied with all provisions of the Act. This enhances the credibility of filings.
Maintaining Statutory Registers and Records
A CS ensures that all statutory registers (such as Register of Members, Directors and Charges) are updated before annual filing so that the data reflected in the annual return is consistent and accurate.
Advising the Board on Compliance Matters
The CS advises the Board and management on any changes in the law, exemptions or new MCA notifications that may affect the company’s filing requirements. This includes guidance on the applicability of AOC-4 variants, MGT-7 vs MGT-7A and CSR disclosures under Section 135.
Representing the Company before Authorities
In case of delays, extensions or clarifications, the CS prepares and submits applications (such as Form GNL-1 for AGM extension) and represents the company before the ROC or other regulatory authorities.

Conclusion

Annual filing is a vital compliance requirement that upholds a company’s transparency and legal integrity under the Companies Act, 2013. The Company Secretary ensures timely, accurate and compliant submissions, reinforcing corporate governance and stakeholder trust. Proactive adherence to filing norms reflects not just compliance, but a company’s commitment to accountability and good governance.

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