₹2 Lakh AOC-4 Penalty: The Section 137 Filing Trap Every Private Company Must Close Before 15 July 2026

By CS Sapna Malpani, Practising Company Secretary, Bangalore  |  Last updated: 24 May 2026

The Registrar of Companies, Chennai, fined Thirumalai Thirumal Nidhi Limited and its officer in default ₹37,400 each for filing one AOC-4 form 274 days late. The company eventually filed. It still paid. That is the quiet brutality of Section 137 of the Companies Act 2013: the financial statement filing obligation does not forgive a late upload just because the upload finally happened. An AOC-4 filing penalty attaches the moment the 30-day window closes, and it keeps accruing every single day after that. With the AOC-4 due date for FY 2025-26 set for 30 October 2026, and the MCA’s one-time relief window shutting on 15 July 2026, this is the cheapest moment in years to fix a pending AOC-4 — and the most expensive moment to ignore one.

The Problem: Why the AOC-4 Filing Penalty Catches Good Companies

Section 137 of the Companies Act 2013 requires every company to file a copy of its financial statements — the balance sheet, the profit and loss account, the board’s report, the auditor’s report and every document annexed — with the Registrar within 30 days of the Annual General Meeting. The form used to do this is AOC-4. It sounds routine. It is anything but, because three features of Section 137 turn an ordinary delay into a compounding liability.

First, the penalty is automatic. There is no notice-and-cure step before liability begins. The contravention is complete on day 31 after the AGM. Second, the penalty runs daily. It is not a flat fine; it is ₹100 for every day of continuing default, so a company that “gets to it next quarter” is quietly buying penalty by the week. Third, the liability is split. The company pays, and so does each officer in default — separately, from personal funds. A founder-director who treats AOC-4 as the auditor’s problem is signing up for a personal penalty cheque.

This is why an AOC-4 filing penalty rarely lands on companies that are insolvent or abandoned. It lands on running, revenue-generating private companies whose directors assumed someone, somewhere, had filed. ROC Ahmedabad penalised a company and its two directors ₹30,000 between them for an AOC-4 lapse. In a more serious matter, ROC passed an order under Section 454 read with Section 137(3) imposing ₹1,40,900 on the company and ₹50,000 on each director for persistent failure to file financial statements. None of these were shell entities. They were companies that ran out of attention, not out of cash.

AOC-4 Penalty Breakdown: What a Late Filing Actually Costs

The single most expensive misunderstanding about Section 137 is that the penalty and the additional fee are the same thing. They are not. The additional fee is what you pay the MCA to accept a late form; the penalty is what the adjudicating officer imposes for breaking the law. You can be hit by both at once.

Read the table together and the structure becomes clear. The Section 137(3) penalty is capped — ₹2 lakh for the company, ₹50,000 per officer. The additional fee is not capped. That is the figure that runs away on a company that lets a default sit for years. A balance sheet that should have been filed in October and is filed three years later carries an additional fee measured in lakhs, before a single rupee of penalty is counted.

The AOC-4 Due Date for FY 2025-26 — And the One That Closes First

Two dates matter this year, and most directors are watching the wrong one.

The AOC-4 due date 2026 for a company with a financial year ending 31 March 2026 follows from the AGM. The AGM must be held within six months of the financial year close — by 30 September 2026. AOC-4 then falls due within 30 days of that AGM, which gives an outer date of 30 October 2026. A One Person Company has no AGM, so its AOC-4 is due within 180 days of the financial year end — by 27 September 2026. A first-year company gets a longer runway: its first AGM may be held within nine months of the close of the first financial year.

The date that closes first, however, is 15 July 2026. That is the last day of the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) — the MCA’s one-time amnesty window. For any company that already has a pending AOC-4 from an earlier year, 15 July is the real deadline. It is the difference between paying 10% of the accumulated additional fee with full immunity from penalty, and paying 100% of it with the Section 137(3) penalty on top.

What CCFS-2026 Changes for a Pending AOC-4

The MCA introduced the Companies Compliance Facilitation Scheme, 2026 by General Circular dated 24 January 2026, with the operating window running 15 April to 15 July 2026. The scheme covers exactly the forms that cause the most damage when missed: MGT-7, MGT-7A, AOC-4, AOC-4 CFS, AOC-4 XBRL, ADT-1, FC-3 and FC-4, among others.

For a company carrying a pending AOC-4, CCFS-2026 does two things. It cuts the additional fee to 10% of the accumulated amount. And, more importantly, it closes the penalty exposure. Where a financial statement is filed under the scheme before an adjudication notice is issued — or within 30 days of receiving such a notice — the proceedings under Section 137 are concluded and “no penalty shall be leviable.” A company that has already received an adjudication notice for a missed AOC-4 can still use the scheme, provided 30 days have not elapsed since the notice.

One caveat that catches the unprepared: CCFS-2026 reduces the additional fee, it does not erase it. The base ₹100 per day still applies; the 90% concession is on the accumulated additional fee. The waiver of value is the penalty immunity, not free filing.

Which AOC-4 Do You Actually File?

“File AOC-4” is not one instruction. There are four variants, and filing the wrong one is a contravention in its own right. ROC has imposed penalties on companies that uploaded financial statements in the ordinary AOC-4 form when AOC-4 XBRL was required.

A growing private company is the one most likely to slip. It files ordinary AOC-4 for years, crosses ₹5 crore in paid-up capital or ₹100 crore in turnover, and never reassesses which form applies. The next filing should have been AOC-4 XBRL. The default is silent until ROC notices it.

What You Must Do Now — Step by Step

For the current year’s AOC-4, the path is preventive. For a pending AOC-4 from an earlier year, the path is the CCFS-2026 window. Both are below.

Step 1 — Run a pending-filing audit. Pull the company’s MCA master data and list every financial year for which AOC-4 has not been filed. Do not rely on memory; rely on the SRN history. A single un-filed year from three years ago is the one quietly running an uncapped ₹100/day additional fee.

Step 2 — Confirm the correct variant. Check paid-up capital, turnover, listing status and whether consolidated statements are required. If the company crossed the XBRL thresholds in any pending year, the filing for that year must be AOC-4 XBRL — filing ordinary AOC-4 is itself penalisable under Section 450.

Step 3 — File pending years under CCFS-2026. For every pending AOC-4, file under the scheme before 15 July 2026. This caps the additional fee at 10% of the accumulated amount and, critically, closes the Section 137(3) penalty exposure. Keep the SRN and challan as proof. After 15 July, the same filing costs the full additional fee plus the penalty.

Step 4 — Lock the current-year dates. For FY 2025-26, calendar the AGM on or before 30 September 2026 and AOC-4 within 30 days of the actual AGM date — not the outer date. If the financial statements are not adopted at the AGM, the un-adopted statements must still be filed within 30 days, and the adopted version filed within 30 days of the adjourned AGM.

Step 5 — Assign an officer in default by board resolution. Section 137(3) penalises the MD, the CFO, or the director “charged by the Board with the responsibility of complying with this section.” If the board has not named that director, every director becomes an officer in default. Name one, in writing, and the exposure narrows from the whole board to one identified person who is then accountable for the filing.

Common errors to avoid: filing AOC-4 before the AGM is held (the form requires AGM details); attaching an unsigned auditor’s report; selecting “No” for consolidated statements when subsidiaries exist; and assuming the auditor files AOC-4 — the auditor signs the accounts, the company files the form.

The Deeper Implication

According to CS Sapna Malpani, the AOC-4 default is rarely a money problem and almost always an ownership problem. “In nearly every adjudication order I read, the company could easily have paid the fee on time. What it did not have was one named person who owned the filing calendar. Section 137 is unforgiving precisely because it does not care why you were late — it only measures how late.” The structural fix is not a reminder; it is a board resolution that places the AOC-4 obligation on a specific director, with a specific date, every year.

The forward prediction is straightforward. CCFS-2026 is an amnesty, and amnesties are designed to be followed by enforcement. The scheme circular itself directs Registrars to take action against companies that do not use the window. Expect a visible wave of Section 137 adjudication orders in the second half of 2026, aimed at exactly the companies that had the chance to clean up at 10% and did not. The cheap window and the expensive crackdown are two halves of the same policy.

AOC-4 vs MGT-7: The Comparison Directors Get Wrong

AOC-4 is filed under Section 137 and carries the financial statements. MGT-7 (or MGT-7A for small companies and OPCs) is filed under Section 92 and carries the annual return — shareholding, directors, corporate structure. They are different forms, different sections, different penalties and different due dates. MGT-7 is due within 60 days of the AGM; AOC-4 within 30 days.

The trap is partial compliance. A company files MGT-7, sees a “filed” status, and assumes the annual cycle is closed — while AOC-4 sits un-filed. Both must be filed. CCFS-2026 covers both, which makes this the right moment to reconcile the full annual filing history rather than one form. A clean annual-compliance scorecard checks AOC-4 and MGT-7 for every year, not the most recent one.

Sources and References

• Section 137, Companies Act 2013 — India Code: indiacode.nic.in
• MCA — Companies Act 2013, acts, rules and forms: mca.gov.in
• MCA Circular — Companies Compliance Facilitation Scheme, 2026: mca.gov.in/circulars
• MCA — ROC Adjudication Orders: mca.gov.in/roc-adjudication-orders
• ICSI — Guidance Note on AOC-4: icsi.edu/guidance-notes
• TaxGuru — ROC penalty for 274-day delay in filing AOC-4: taxguru.in
• MMJC — FAQs on CCFS-2026: mmjc.in

Frequently Asked Questions

What is the penalty for late filing of AOC-4 under Section 137?

Under Section 137(3) of the Companies Act 2013, a company that fails to file AOC-4 on time is liable to a penalty of ₹10,000, plus ₹100 for every day the default continues, subject to a maximum of ₹2,00,000. The managing director and CFO, or any director charged with compliance, face a separate penalty of ₹10,000 plus ₹100 per day up to a maximum of ₹50,000 each. This statutory penalty is over and above the additional filing fee of ₹100 per day, which has no upper cap. So a single late AOC-4 can cost both a capped penalty and an uncapped fee at the same time.

What is the AOC-4 due date for FY 2025-26?

AOC-4 must be filed within 30 days of the Annual General Meeting. For a company with a financial year ending 31 March 2026, the AGM must be held by 30 September 2026, which makes the AOC-4 due date 30 October 2026. A One Person Company has no AGM, so its AOC-4 is due within 180 days of the financial year close — by 27 September 2026. The 30-day clock runs from the actual AGM date, so an AGM held earlier than 30 September pulls the AOC-4 deadline forward.

Does the CCFS-2026 scheme waive the AOC-4 penalty?

The Companies Compliance Facilitation Scheme, 2026 lets companies clear pending AOC-4 filings by paying only 10% of the accumulated additional fees. Where the financial statement is filed before an adjudication notice is issued, or within 30 days of such a notice, the Section 137 proceedings are concluded and no penalty is leviable. The scheme does not waive the base ₹100 per day additional fee — the 90% concession is on the accumulated additional fee, not the base fee. The CCFS-2026 window runs from 15 April 2026 to 15 July 2026.

Which companies must file AOC-4 in XBRL format?

AOC-4 XBRL is mandatory for listed companies and their Indian subsidiaries, companies with paid-up capital of ₹5 crore or more, and companies with turnover of ₹100 crore or more. Companies whose financial statements follow Indian Accounting Standards also file in XBRL. Filing financial statements in the ordinary AOC-4 form when AOC-4 XBRL was required is itself a contravention that ROC has penalised under Section 450, so a growing company should reassess its filing variant each year.

Can a director be penalised personally for a late AOC-4?

Yes. Section 137(3) imposes the penalty on the company and separately on the officers in default — the managing director, the CFO, or the director charged with compliance. ROC adjudication orders specify that directors must pay the penalty from personal funds, not from company accounts. Persistent non-filing can also trigger director disqualification under Section 164(2), which bars the person from all directorships for five years. Naming one director as the officer responsible for Section 137 narrows this exposure from the entire board to one person.

Is AOC-4 the same as MGT-7?

No. AOC-4 filed under Section 137 carries the financial statements — the balance sheet, profit and loss account, board report and auditor’s report. MGT-7 filed under Section 92 is the annual return, covering shareholding, directors and corporate structure. They are separate forms with separate due dates (AOC-4 within 30 days of the AGM, MGT-7 within 60 days) and separate penalties. A company that files one but misses the other is still in default for the missed form, so both should be reconciled for every financial year.

This article is for general information and does not constitute legal advice. Penalty figures reflect Section 137(3) of the Companies Act 2013 as amended. Verify current dates and fee amounts on the MCA portal before filing. For advice specific to your company, consult a practising Company Secretary.