Corporate Law

AOC-4 and MGT-7 Without Additional Fees for FY 2025-26: MCA General Circular 05/2026 Allows Filing Till 31 December 2026 and 31 January 2027

CA Adityavikram Banka

Quick Summary

  • MCA General Circular No. 05/2026 dated 24 October 2026 lets companies file AOC-4 and MGT-7 for FY 2025-26 without additional fees up to 31 December 2026 (AOC-4 family) and 31 January 2027 (MGT-7 and MGT-7A).
  • The relief covers five financial statement forms: AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS).
  • The circular does not extend the time for holding the AGM. Companies that missed a statutory timeline remain liable under the Companies Act, 2013.
  • A filing made after the window pays all fees, including additional fees, counted from the original due date under the Act, not from the end of the window.
  • A separate General Circular No. 06/2026 dated 27 October 2026 gives the same additional fee relief for the cost audit report in Form CRA-4 for FY 2025-26 filed up to 31 December 2026.

What did MCA announce on 24 October 2026?

The Ministry of Corporate Affairs issued General Circular No. 05/2026 (File No. Policy-17/111/2022-CL-V-MCA) on 24 October 2026, titled “Relaxation of additional fees and extension of time for filing of Financial Statements and Annual Returns under the Companies Act, 2013”. The circular records that MCA received representations from stakeholders seeking more time for the annual statutory forms for the financial year 2025-26.

Paragraph 2 of the circular allows companies to file, without payment of additional fees:

  • the financial statements in e-forms AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS) for FY 2025-26 up to 31 December 2026; and
  • the annual returns in e-forms MGT-7 and MGT-7A for FY 2025-26 up to 31 January 2027.
E-form (FY 2025-26) Filed without additional fees up to Instrument
AOC-4, AOC-4 (CFS), AOC-4 (XBRL), AOC-4 NBFC (Ind AS), AOC-4 CFS NBFC (Ind AS) 31 December 2026 General Circular No. 05/2026, 24 October 2026
MGT-7, MGT-7A 31 January 2027 General Circular No. 05/2026, 24 October 2026
CRA-4 (cost audit report in XBRL) 31 December 2026 General Circular No. 06/2026, 27 October 2026

Does General Circular 05/2026 extend the AGM deadline?

No. Paragraph 3 of the circular states that it “shall not be construed as conferring any extension of statutory time for holding of AGMs by the companies under the Act and the companies which have not adhered to the relevant statutory timelines shall be liable under the relevant provisions of the Act.”

The AGM timeline therefore stays as section 96(1) of the Companies Act, 2013 sets it. Every company other than a One Person Company holds its AGM within six months from the close of the financial year (nine months for the first AGM), with no more than fifteen months between two AGMs. The Registrar may, for any special reason, extend the time for an AGM other than the first by up to three months. For a company with a 31 March 2026 year end, the six-month limit ended on 30 September 2026.

What are the statutory due dates for AOC-4 and MGT-7?

The circular waives additional fees for a period. It does not change the due dates in the Act, and paragraph 4 measures any later additional fee from those dates. The due dates are:

  • Financial statements (AOC-4 forms): within thirty days of the date of the AGM (section 137(1)). Where the AGM was not held, within thirty days of the last date by which it should have been held, with a statement of facts and reasons for not holding it (section 137(2)). A One Person Company files within one hundred eighty days from the close of the financial year (third proviso to section 137(1)).
  • Annual return (MGT-7 / MGT-7A): within sixty days from the date of the AGM, or where no AGM is held, within sixty days from the date by which it should have been held, with a statement of the reasons (section 92(4)).

Illustration. A company with a 31 March 2026 year end held its AGM on 30 September 2026. Its AOC-4 fell due on 30 October 2026 and its MGT-7 on 29 November 2026. Under General Circular 05/2026, it can file the AOC-4 up to 31 December 2026 and the MGT-7 up to 31 January 2027 without additional fees.

What happens if a company files after 31 December 2026 or 31 January 2027?

Paragraph 4 of the circular states that any filing made after the currency of the circular “would attract payment of all fees, including additional fees, as provided in the Companies (Registration Offices and Fees) Rules, 2014, from the date when such filings were actually due under the Act.”

In the illustration above, an AOC-4 filed on 5 January 2027 would carry additional fees counted from 30 October 2026, the date it was actually due, and not from 1 January 2027. The window gives no fee relief for any day if the form misses it.

For filings under sections 92 and 137, the first proviso to section 403(1) of the Act sets the floor: the additional fee prescribed “shall not be less than one hundred rupees per day”, and it is payable “without prejudice to any other legal action or liability under this Act”.

Are the penalties under sections 92(5) and 137(3) waived?

The circular relaxes additional fees only. It says nothing about the penalty provisions, and its paragraph 3 keeps companies that have not adhered to the statutory timelines liable under the relevant provisions of the Act. Those provisions are:

  • Section 137(3), financial statements not filed in time: the company is liable to a penalty of Rs 10,000 and, for a continuing failure, a further Rs 100 for each day, subject to a maximum of Rs 2 lakh. The managing director and the CFO (or, in their absence, the director charged with compliance, or failing that all directors) are liable to Rs 10,000 plus Rs 100 per day after the first, up to Rs 50,000.
  • Section 92(5), annual return not filed in time: the company and every officer in default are liable to Rs 10,000 and Rs 100 for each day after the first, up to Rs 2 lakh for the company and Rs 50,000 for an officer in default.

Cost audit report: what does General Circular 06/2026 allow for CRA-4?

MCA General Circular No. 06/2026 (F.No. Policy-17/52/2020-CL-V), dated 27 October 2026, covers companies that file a cost audit report. It states that any filing of CRA-4 (Cost Audit Report in XBRL format) for FY 2025-26 made up to 31.12.2026 “would not attract payment of any additional fees.”

The same limit applies as for AOC-4 and MGT-7. A CRA-4 filed after 31 December 2026 attracts all fees, including additional fees under the Companies (Registration Offices and Fees) Rules, 2014, “from the date when such filings were actually due under Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014.”

Who should act on this, and what should they do?

For CAs and company secretaries:

  1. List every client company whose FY 2025-26 AOC-4 or MGT-7 is still pending, and schedule the AOC-4 forms before 31 December 2026 and MGT-7 / MGT-7A before 31 January 2027.
  2. For each company, record the AGM date (or the last date the AGM should have been held) and the resulting statutory due date. If a form misses the window, the additional fee runs from that date.
  3. Where the AGM was not held in time, file under section 137(2) and section 92(4) with the statement of reasons. The circular does not cure a missed AGM.
  4. For companies under cost audit, add CRA-4 for FY 2025-26 to the 31 December 2026 list.

For founders and directors: the circular buys time on fees, not on the AGM or on officer penalties. If your company’s FY 2025-26 accounts are still open, closing the audit and the AGM paperwork is the step that keeps the filing inside the window.

Sources

  • Source: Ministry of Corporate Affairs, General Circular No. 05/2026, File No. Policy-17/111/2022-CL-V-MCA, 24 October 2026, mca.gov.in.
  • Source: Ministry of Corporate Affairs, General Circular No. 06/2026, F.No. Policy-17/52/2020-CL-V, 27 October 2026, mca.gov.in.
  • Source: The Companies Act, 2013, sections 92, 96, 137 and 403, India Code, indiacode.gov.in.

Related reading on Tax Update India: CCFS-2026 and MCA General Circular 04/2026 and the three-year DIR-3 KYC cycle.

Get expert guidance

Have a backlog of FY 2025-26 AOC-4 or MGT-7 filings, or an AGM that slipped? Tax Update India can help you sort out the dates and the filings. Book a quick call.

Disclaimer: This article is for general information only and reflects the law as on the date of publication. It is not legal or tax advice. Please consult a qualified professional before acting on it.

CA Adityavikram Banka
Latest posts by CA Adityavikram Banka (see all)

Stay compliant. Subscribe for weekly updates.

Get tax deadline reminders, regulatory changes, and compliance insights from Tax Update India.

Invalid email address
TaxUpdate.in - No spam, unsubscribe anytime.