CA Pooja Madhan

The financial year 2024–25 brings several practical compliance changes for Indian companies while preparing the financial statements, annual returns, and Directors’ Report under the Companies Act, 2013.
With the continuing digitalisation of the MCA21 system (V3), reporting formats and disclosure expectations have evolved.
This article summarises the major changes, filing timelines, and penalties applicable for FY 2024-25.

1️⃣ Key Changes in AOC-4 (Financial Statement Filing)

AOC-4 is the annual form used for filing financial statements, Board’s Report, and related documents.

A. Mandatory Filing Through MCA V3

  • All AOC-4 filings must be made in the new V3 portal, requiring proper user role assignment (Director/KMP → Business User).
  • Auto-pre-fill and validation features have increased accuracy requirements.

B. No Requirement for MGT-9

  • AOC-4 attachments no longer include MGT-9 (extract of annual return), as the extract was omitted in 2021.
  • Instead, companies must provide the web link of Annual Return inside the Directors’ Report.

C. Changes in CSR Reporting (If Applicable)

Companies falling under CSR must ensure:

  • Modified CSR disclosures in the Board’s Report (Section 135).
  • Filing of Form CSR-2 separately for FY 2024-25 (not part of AOC-4).

D. Additional Disclosures for Companies with Audit Trails

  • If the company uses an accounting software with an audit trail, the AOC-4 requires confirmation that:
    • Audit trail feature was enabled and operated throughout the year.
    • The software did not permit deletion/alteration of logs.

E. OPC Changes

  • OPCs continue to file AOC-4 (XBRL not required).
  • Financials may be signed by a single Director.

2️⃣ Key Changes in MGT-7 / MGT-7A (Annual Return for FY 2024-25)

A. Applicability

FormApplicability
MGT-7All companies except small companies & OPCs
MGT-7AOnly small companies & OPCs

B. Male–Female Employee Details

  • Required only in MGT-7.
  • Not required in MGT-7A.

C. No MGT-9 Requirement

Extract of annual return (MGT-9) has been abolished.
Companies must upload their full Annual Return (MGT-7 or MGT-7A) on the website and mention the link in the Directors’ Report.

D. Enhanced Promoter/Shareholder Disclosures

MGT-7 continues to require:

  • Detailed promoter shareholding
  • Changes in promoter holding
  • Details of top shareholders
    MGT-7A requires abridged versions only.

E. Digital Signatures and Certification

  • MGT-7A must be digitally signed by Director/Company Secretary; PCS certification is optional.
  • MGT-7 must be signed by a Company Secretary, and if none, by a PCS.

3️⃣ Key Changes in Directors’ Report for FY 2024-25

While no major statutory amendments were issued specifically for FY 2024-25, practical reporting improvements and MCA enforcement necessitate the following:

A. Mandatory Web-Link of Annual Return

Under Sections 92(3) and 134(3)(a):

  • Companies with a website must include web link of MGT-7/MGT-7A in the Directors’ Report.
  • If no website → the Annual Return must be attached to the Directors’ Report.

B. Audit Trail Disclosures

Companies must confirm in the Directors’ Responsibility Statement that:

  • The accounting software with audit trail operated throughout the year.
  • No audit trail logs were tampered with.

C. Enhanced Internal Financial Controls Disclosure

The Board must comment on:

  • Adequacy and effectiveness of internal financial controls.
  • Compliance systems.

D. Year-wise CSR Disclosures (Where Applicable)

CSR reporting must align with:

  • Section 135 amendments
  • CSR Rules (amended 2021)
  • CSR-2 filing requirement

E. Inclusion of New SEBI-LODR-aligned disclosures for Listed Companies

Listed companies must additionally include:

  • ESG-related disclosures
  • BRSR (Business Responsibility & Sustainability Report) links
  • Enhanced corporate governance reporting

4️⃣ Due Dates for Filing for FY 2024-25

AOC-4 (Financial Statements)

30 days from AGM date.

  • If AGM held on 30 September 2025 →
    AOC-4 due by 29 October 2025, due date for FY 2024-25 extended till 31st December, 2025

MGT-7 / MGT-7A (Annual Return)

60 days from AGM date.

  • If AGM held on 30 September 2025 →
    MGT-7/MGT-7A due by 29 November 2025 due date for FY 2024-25 extended till 31st December, 2025

AOC-4 (for OPCs)

Due within 180 days from financial year end →
27 September 2025 (for FY 2024-25).due date for FY 2024-25 extended till 31st December, 2025

5️⃣ Penalties for Non-Compliance (FY 2024-25)

A. AOC-4 Late Filing Penalty

Late fees under Section 403:

₹100 per day,

No upper ceiling.

Example:

  • 30 days delay → ₹3,000
  • 100 days delay → ₹10,000

Company Penalty (Section 137)

If not filed at all:

  • Company: ₹1,00,000 + ₹1,000/day (max ₹10,00,000)
  • Director: ₹1,00,000 + ₹1,000/day (max ₹5,00,000)

B. MGT-7 / MGT-7A Late Filing Penalty

Late fees under Section 403:

₹100 per day,

No upper limit.

Additional Penalty for Non-Filing (Section 92)

  • Company: ₹50,000 + ₹100/day (max ₹5,00,000)
  • Officer in default: ₹50,000 + ₹100/day (max ₹1,00,000)

C. Penalty for Not Uploading Annual Return on Website

Under Section 92(3) read with Section 134:

  • Company: ₹1,00,000 + ₹500/day
  • Director: ₹50,000 + ₹500/day

D. Penalty for Incorrect Directors’ Report

Under Section 134(8):

  • Company: ₹3,00,000
  • Director: ₹50,000

6️⃣ Conclusion

For FY 2024-25, compliance depends heavily on:

  • Switching to MCA V3 formats
  • Ensuring correct disclosures in AOC-4 and MGT-7/MGT-7A
  • Updating the Directors’ Report with web link and audit trail statements
  • Meeting filing deadlines to avoid daily penalties at ₹100/day with no cap

Companies should prepare early and ensure proper documentation to avoid stringent penalties.

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