Every company files a copy of its financial statements with the Registrar within 30 days of its annual general meeting — but which form, which statements, and which date the 30 days run from all depend on the company's position. Get the variant wrong and the filing may not be the one the company is required to make, even when it is on time under the Companies Act, 2013, Section 137.
The variant decides the filing
AOC-4 is not one form but a family. The standard AOC-4 carries non-XBRL financial statements; companies required to file in extensible business reporting language use the XBRL variant; consolidated statements have their own attachment logic. Choosing the variant is the first substantive step, and it turns on whether the company falls in a class required to file in XBRL under the rules that prescribe the manner of filing under the Companies Act, 2013, Section 137(1).
The XBRL question deserves its own check. Section 137(1) of the Companies Act, 2013 leaves the manner of filing to be prescribed, so the coverage test sits in the XBRL filing rules, not in the Act. Read the text of those rules in force for the year being filed, not the text you remember from last year, and keep the working with the filing papers.
Filing the right statements in the wrong variant — or the wrong statements in the right variant — may not meet the requirement. Reconcile the variant decision in writing before preparing a single attachment under the Companies Act, 2013, Sections 129 and 137.
Check your position first
Enter these inputs before counting any days under the Companies Act, 2013, Section 137.
Note: the table above is read with the Companies Act, 2013, Sections 129, 134 and 137 as the governing provisions for statements, approvals and filing.
Adoption, non-adoption and no-AGM are three clocks
The standard case — statements adopted at a duly held AGM — runs 30 days from the meeting date. But two common positions change the answer under the Companies Act, 2013, Section 137.
Where the AGM is held but the statements are not adopted, the company still files the unadopted statements within thirty days of the AGM, and the Registrar takes them on record as provisional. The statements adopted at the adjourned AGM are then filed within thirty days of that adjourned meeting. An unadopted filing is not a failed filing — it is the prescribed route — under the first and second provisos to the Companies Act, 2013, Section 137(1).
Where no AGM is held at all, the clock does not wait for a meeting that never happens: the statements are filed within thirty days of the last date before which the meeting should have been held, with a statement of facts and reasons for not holding it, under the Companies Act, 2013, Section 137(2). A missing AGM plus a missing filing is two defaults, not one, under the Companies Act, 2013, Sections 96, 99 and 137.
One Person Companies follow their own financial-statement timeline without an AGM in the picture: an OPC files the statements adopted by its member within one hundred eighty days from the closure of the financial year under the third proviso to the Companies Act, 2013, Section 137(1) — test the OPC position separately rather than forcing AGM arithmetic onto it under the Companies Act, 2013, Section 137.
Do it in order
- Fix the AGM position: held and adopted, held but not adopted, or not held — each selects a different filing clock under the Companies Act, 2013, Section 137.
- Choose the variant: standard, XBRL or consolidated-statement filing, on the company's class and threshold tests for the year under the Companies Act, 2013, Sections 129 and 137.
- Reconcile the statements: Board-approved, auditor-signed figures tied to the trial balance, with the Board's report and audit report matched to the same set under the Companies Act, 2013, Sections 134 and 143.
- Assemble variant attachments: subsidiary statements and consolidation workings where applicable, XBRL instance documents where required, keeping every figure traceable to the ledger under the Companies Act, 2013, Section 129.
- File within 30 days of the applicable date and preserve the SRN with the AGM minutes and adoption record under the Companies Act, 2013, Section 137.
- Diary the follow-ups: adjourned-meeting filings where statements were not adopted, and the annual-return clock that runs 60 days from the same AGM under the Companies Act, 2013, Sections 92 and 137.
Worked example: 30 September AGM versus no AGM
Take a private company with a 31 March 2026 year-end. In Case 1 it holds its AGM on 30 September 2026 and adopts the statements; in Case 2 it holds no AGM at all. The two cases diverge immediately under the Companies Act, 2013, Section 137.
Note: the computed dates above apply the Companies Act, 2013, Section 137 thirty-day rule to the admitted AGM position.
Case 2 carries the extra meeting default alongside the filing duty — remedy the meeting position as well (on a member's application the Tribunal may call the AGM under the Companies Act, 2013, Section 97, and Section 99 sets the punishment for the default), and do not let the filing SRN lull anyone into thinking the meeting default is cured.
Subsidiary statements and consolidation
Where the company has subsidiaries, associates or joint ventures, the consolidation question precedes the filing. Determine whether consolidated financial statements are required for the year, prepare them on the same reporting date, and attach them through the correct variant channel with the auditor's report covering the consolidated set under the Companies Act, 2013, Section 129.
Small companies and prescribed classes test exemptions separately — but an exemption from consolidation is a conclusion with evidence, not an assumption. Record the exemption basis with the filing papers so a later reviewer sees the reasoning, not just the absence, under the Companies Act, 2013, Sections 129 and 137.
If you miss it
Failure to file attracts a penalty of ten thousand rupees on the company, plus one hundred rupees for each day of continuing failure subject to a maximum of two lakh rupees, with the specified officers liable to ten thousand rupees plus one hundred rupees for each day after the first during which the failure continues, up to fifty thousand rupees — all stated in Section 137(3) of the Companies Act, 2013. A late filing also carries an additional fee: the first proviso to Section 403(1) of the same Act sets it at not less than one hundred rupees per day for forms under Sections 92 and 137, and item I, sub-item D of the Annexure to the Companies (Registration Offices and Fees) Rules, 2014 (read with Rule 12) prescribes one hundred rupees per day for a financial-statement filing made after the thirty-day period. The two are distinct: the penalty for the default and the fee for filing late. Under the Companies Act, 2013, Section 403(2), the penalty stays payable on top of the fee.
FAQ
Is the deadline 30 days from the AGM or from year-end?
Thirty days from the AGM in the standard case — or from the date the AGM should have been held where none was held. Year-end anchors the AGM clock, not the filing clock directly, under the Companies Act, 2013, Sections 96 and 137.
AGM held but statements not adopted — file or wait?
File within the window recording non-adoption, then complete the filing after the adjourned meeting adopts them. Waiting silently past the deadline creates a default under the Companies Act, 2013, Section 137.
How do we know if XBRL applies to us?
Read the XBRL filing rules in force for the filing year and test the company against the classes they cover. The Act itself leaves the manner of filing to be prescribed, under the Companies Act, 2013, Section 137(1), so last year's position is not evidence for this year.
Does an OPC hold an AGM for this purpose?
No. Section 96(1) of the Companies Act, 2013 excludes a One Person Company from the AGM requirement, and the OPC files within one hundred eighty days from the closure of the financial year under the third proviso to Section 137(1). Do not manufacture an AGM date to compute the clock.
MGT-7 and AOC-4 — same deadline?
No. Financial statements run 30 days from the AGM; the annual return runs 60 days. Two forms, two clocks, two SRNs under the Companies Act, 2013, Sections 92 and 137.
What does a missed AOC-4 cost the company?
Ten thousand rupees plus one hundred rupees per continuing day up to two lakh rupees for the company, with specified officers separately liable up to fifty thousand rupees, under Section 137(3) of the Companies Act, 2013 — in addition to the additional fee under Section 403(1) of one hundred rupees per day.
Do foreign-subsidiary accounts attach to our filing?
Yes. The company attaches the accounts of subsidiaries incorporated outside India with no Indian place of business, filing unaudited statements with a declaration where the foreign law needs no audit, under the Companies Act, 2013, Section 137.
Sources
- Companies Act, 2013, Sections 129, 134, 137 and 403 (statements, approvals, filing, additional fees)
- Companies (Registration Offices and Fees) Rules, 2014, Rule 12 and Annexure item I, sub-item D (inserted by the Companies (Registration Offices and Fees) Second Amendment Rules, 2018): one hundred rupees per day for late annual-return and financial-statement forms
- Companies Act, 2013, Sections 92, 96, 97 and 99 (annual return; AGM; Tribunal power; meeting defaults)
- The company's AGM notice and minutes, adoption record, auditor-signed statements, variant working and SRNs
What to send for a review
Send your company class, AGM date and adoption position, subsidiary and XBRL/Ind AS facts, and the financial-year end. The review returns your variant-specific financial-statement filing pack with the deadline.
Next steps on ROC annual filing
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