Annual General Meeting (AGM) is a very important requirement for every company registered under the Companies Act, 2013. However, holding the AGM doesn’t imply that the year-end compliance tasks of the company have been completed. In fact, once the AGM has been completed, companies must make certain ROC filings, maintain statutory records, and see that all compliance requirements have been met.
Failure to comply with these time lines can attract various penalties. Thus, it becomes imperative for all companies to have an AGM checklist of compliance requirements. In this blog, we will discuss the important ROC compliance obligations to be complied with by companies following the AGM, the requisite forms, timelines, and mistakes to be avoided.
What Is ROC Compliance After AGM?
The concept of ROC compliances after AGM implies the legal filings which are needed to be done by the company after holding their annual general meeting.
These compliances typically involve making the filing of financial statements and annual returns with ROC, the filing in case of appointment/reappointment of auditors, maintenance of minutes of AGM and other event-based filings resulting from resolutions passed in the meeting.
Important ROC Forms to Be Filed After AGM
The following are the major ROC forms that companies should review after their AGM.
A. Form AOC-4 – Filing of Financial Statements
AOC-4 form is typically filed with the ROC for submission of the company’s financial statements under Section 137 of the Companies Act, 2013.
Filing may include:
- Balance Sheet
- Profit & Loss Account
- Cash Flow Statement (as applicable)
- Report of Auditor
- Board’s Report
- Applicable other attachments and disclosures
Due date: Within 30 days after the AGM.
In case of companies who need to file consolidated financial statements or follow prescribed XBRL filing procedure, check the form number separately.
B. MGT-7 / MGT-7A form – Filing of Annual Return
It is the responsibility of the company to file its annual return with the ROC under Section 92 of the Companies Act, 2013.
- MGT-7 form: Generally applicable to companies other than MGT-7A form companies.
- MGT-7A form: Applicable to One Person Companies (OPCs) and small companies, as per prescribed criteria.
The annual return will consist of information regarding company’s registered office, principal business activities, shareholding, directors, key managerial personnel, and other prescribed information.
Due Date: Within 60 days from the date of AGM.
C. ADT-1 form – Appointment or Reappointment of Auditor
ADT-1 form is filed to inform ROC regarding appointment of auditor as per Section 139 of the Companies Act, 2013.
When an auditor is appointed or reappointed at the AGM and filing is required, the company must file ADT-1 within the time specified.
Due Date: Within 15 days of such appointment.
Companies need to check the type of appointment, applicable statutory requirements, and exemptions if any before filing.
D. Other Event-Based Forms
Apart from annual filings, companies may need to file additional forms depending on the resolutions passed at the AGM.
Examples:
- DIR-12: Where there is a reportable change in the director or key managerial personnel.
- MGT-14: Where there is a need to file a resolution filed under Section 117 or any other relevant provision.
- Any other prescribed form in case of any change in capital, registered office, or any other matter.
These types of filings are not necessarily mandatory just on the basis that an AGM has been held.
ROC Filing Deadlines After AGM
The following table summarises the principal deadlines.
| ROC Form | Purpose | Due date |
| AOC-4 | Filing of financial statements | Within 30 days of AGM |
| MGT-7 / MGT-7A | Filing of annual return | Within 60 days of AGM |
| ADT-1 | Intimation of auditor appointment or reappointment, where applicable | Within 15 days of appointment |
| MGT-14 | Filing of specified resolutions, where applicable | Generall, within 30 days of the resolution |
| DIR-12 | Reporting specified changes in directors/KMP | Generally, within 30 days of the change |
Important: These are general statutory timelines. The applicable form, due date, attachments, and any exemptions must be verified for the specific company and event. A company should not assume that every form listed above is mandatory after every AGM.
Other Important Post-AGM Compliances
ROC filings are only one part of post-AGM compliance. Companies should also complete the following activities.
A. Preparing and Maintaining AGM Minutes
The minutes of the AGM shall be prepared, finalized, and maintained as per provisions contained in Section 118 of the Companies Act, 2013 and corresponding Secretarial Standards.
The minutes will include all the details of the proceedings, resolutions adopted, and other such particulars.
B. Updating Statutory Registers
In case any changes need to be made to statutory registers and records, as decided at the AGM, the same needs to be done accordingly.
This could be in respect of registers pertaining to members, directors, shareholdings, and other statutory registers as well.
C. Implementing Resolutions of Shareholders
In case of any changes in directors, share capital, appointment of auditors, or other corporate matter which have been passed by shareholders, the company must complete the requisite documentation and filings as per the required time frames.
D. Circulation and Retention of Documents
Financial statements, auditor’s report, Board’s report, AGM Notice, attendance record, minutes, and other relevant documents need to be retained.
Documents to be Submitted for ROC Filing
Prior to starting the post-AGM filing process, the company needs to have the following documents ready, as appropriate:
- Financial Statements that are signed.
- Report of the auditor.
- Report of the Board.
- Notice for AGM and explanatory statement, wherever applicable.
- Directors’ & Shareholders’ details.
- Details related to the appointment/reappointment of the auditor.
- Appropriate certificates and supporting documents.
- Digital Signature Certificates (DSCs) of the authorized signatories.
- Other documents that may be required as per the particular e-form.
Consequences of Delayed ROC Filing
Additional fees may be payable in case of late filling of statutory forms as per the requirements under the Companies Act, 2013.
The consequences will be determined by various factors including the type of form, period of delay, statute, and nature of the company.
Late filing of forms may cause problems in carrying out due diligence, raising funds, dealing with banks or other activities of the business.
It is imperative that companies make sure to file their forms well before the due date.
Post-AGM ROC Compliance Checklist
Companies can use the following checklist after every AGM:
- Finalise and preserve AGM minutes.
- Finalise the financial statements and Board’s Report.
- Check the due date and applicability of AOC-4.
- Determine whether MGT-7 or MGT-7A applies.
- Check whether ADT-1 is required for the auditor’s appointment or reappointment.
- Review AGM resolutions for additional ROC filings.
- Update statutory registers and company records.
- Verify DSC validity and authorised signatory details.
- Complete all applicable filings within the prescribed timelines.
- Save challans, acknowledgements, and filed forms for future reference.
Frequently Asked Questions (FAQs)
Q1. What are the main ROC forms to be filed after an AGM?
The main annual filings are generally AOC-4 for financial statements and MGT-7 or MGT-7A for the annual return. ADT-1 and other event-based forms may also be required, depending on the appointment and resolutions.
Q2. What is the due date for filing AOC-4 after the AGM?
Generally, AOC-4 must be filed within 30 days of the AGM under Section 137 of the Companies Act, 2013.
Q3. What is the due date for filing MGT-7 or MGT-7A?
The annual return is generally required to be filed within 60 days from the date of the AGM under Section 92 of the Companies Act, 2013.
Q4. Is ADT-1 mandatory after every AGM?
No. ADT-1 is not automatically required after every AGM. The company should examine whether an auditor appointment or reappointment has occurred and whether the relevant filing requirement applies.
Q5. What happens if a company does not file ROC forms on time?
The company may be required to pay additional filing fees and may face penalties or other consequences under the applicable provisions of the Companies Act, 2013.
Q6. Does a private limited company need to file both AOC-4 and MGT-7?
Generally, yes. A private limited company must file its financial statements and annual return using the applicable forms, subject to the relevant legal requirements and exemptions.
Q7. Is MGT-7A suitable for all private limited companies?
No. MGT-7A is usually suited for OPCs and small companies which fall under the prescribed category. Other companies use MGT-7 generally.
Q8. What if a company has not held its AGM?
It would be best for the company to consider the required conditions for AGMs, the reason behind the failure, and the proper course of action to take. It is important for them to evaluate the time limit and consequences depending on the particular law.
Q9. Can all ROC compliances be done through a Company Secretary?
Yes. The company may employ a practicing Company Secretary or any other competent professional who could help with the process.
Q10. How can one avoid post-AGM compliance delays?
It is important for the company to follow the compliance calendar, have the financial/statutory documents ready, spot out the particular filing required, and evaluate the particular due dates before and after the AGM.
Conclusion
The completion of AGM is a very important landmark for any business organization; however, it is imperative for firms to ensure that all the ROC submissions are done before the stipulated deadline.
This includes everything from the filing of financial statements via the AOC-4 form to filing the annual return in MGT-7 or MGT-7A form. Proper documentation and submission will help organizations save money by avoiding extra payments.
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