Deadlines for OPC Annual Filing for FY 2022–2023

Deadlines for OPC Annual Filing for FY 2022–2023

For FY 2022–2023, a One Person Company (OPC) registered under the Companies Act 2013 had to file Form AOC-4 (audited financial statements) by 27 September 2023 and Form MGT-7A (annual return) by 28 November 2023. Both deadlines are long past. If your OPC missed either filing, a late fee of ₹100 per day per form has been accumulating with no ceiling — and as of May 2026, the combined MCA penalty on those two forms alone exceeds ₹1.87 lakh, before you add income tax interest, DIN reactivation costs, and the very real risk of director disqualification under section 164(2) of the Companies Act 2013.

The Six Filings Every OPC Must Complete Each Year

An OPC is exempt from holding an Annual General Meeting (AGM), but that exemption reduces process — it does not reduce compliance obligations. Here is the complete annual filing checklist for FY 2022-23:

Most OPC founders focus on AOC-4 and MGT-7A and treat the others as optional. They are not. Crucially, a deactivated DIN blocks you from filing AOC-4 or MGT-7A in the first place — creating a sequencing trap that costs time and money to escape.

AOC-4: How the 180-Day Deadline Is Calculated

A private limited company must file AOC-4 within 30 days of its AGM. An OPC has no AGM requirement, so Parliament granted it a longer 180-day window counted from the close of the financial year. For FY 2022-23 (year ending 31 March 2023):

> 27 September 2023 = 180 days after 31 March 2023

The 180 days are counted from the day after 31 March: April (30) + May (31) + June (30) + July (31) + August (31) = 153 days, plus 27 days of September = Day 180. This is a firm deadline — there is no grace period and no extension power vested in the Registrar of Companies (RoC) for routine late filings.

What AOC-4 Must Contain

When you file AOC-4 on MCA V3 (mca.gov.in), you attach:

1. Audited Balance Sheet as at 31 March 2023
2. Statement of Profit & Loss for FY 2022-23
3. Cash Flow Statement — mandatory for OPCs from FY 2021-22 onwards regardless of turnover (the small company exemption for cash flow does not apply to OPCs without independent verification)
4. Notes to Accounts
5. Auditor's Report signed with date and UDIN
6. Board's Report (abbreviated for OPC under section 134)
7. Directors' Responsibility Statement

Omitting the Cash Flow Statement is the single most common reason AOC-4 filings get rejected on MCA V3. Attach it, even if the OPC had no investing or financing activity.

Step-by-Step Filing on MCA V3

1. Log in at mca.gov.in → MCA Services → E-Filing → AOC-4
2. Enter the company's CIN; let the pre-fill populate company name and registered address
3. Complete all financial data fields: turnover, profit/loss, paid-up capital, reserves
4. Attach the digitally signed PDF of audited financials, signed by the sole director using a Class-3 DSC
5. Enter the auditor's membership number; attach audit report with valid UDIN
6. Pay the government fee (₹200 for authorised capital up to ₹1 lakh; scaled slabs apply above that) plus any accrued additional fee
7. Submit; save the SRN (Service Request Number) as acknowledgement

If accounts are not audit-ready by the due date, a qualified or emphasis-of-matter audit report on a filed AOC-4 is far less damaging than a non-filing. Filing — even imperfectly — stops the late fee clock.

MGT-7A: The Simplified Annual Return and Its November Deadline

MGT-7A was introduced by the MCA specifically for OPCs and small companies as a condensed alternative to the standard MGT-7. It captures fewer disclosures, but it is not optional — skipping it attracts identical late fees and disqualification consequences.

Why 28 November 2023?

Section 92(4) requires the annual return to be filed within 60 days from the date of AGM. For OPCs, the deemed AGM date is 30 September (the last permissible AGM date for comparable private companies under section 96). Counting 60 days from 30 September, treating 30 September as Day 0:

> October: 31 days → November: 28 more days → Day 59 = 28 November (plus Day 0 = 60 days total)

Hence the MGT-7A deadline for FY 2022-23 was 28 November 2023.

What MGT-7A Discloses

• Registered office, CIN, date of incorporation, and principal business activity (National Industrial Classification code)
• Name, DIN, and shareholding pattern of the sole member
• Name, DIN, and designation of the sole director and any nominee director
• Name, address, and ICAI membership number of the statutory auditor
• Details of any pending penalties, compounding, or prosecution under the Companies Act 2013

When PCS Certification Is Required

Under section 92(2), MGT-7A must be certified by a Practising Company Secretary (PCS) if the OPC has paid-up share capital exceeding ₹10 lakh or turnover exceeding ₹50 lakh. Below both thresholds, the sole director may self-certify. Verify your threshold status before filing — an incorrectly self-certified MGT-7A where PCS certification was mandatory is treated as a defective filing.

DIR-3 KYC: The Director Check That Freezes Your DIN

Every holder of a Director Identification Number (DIN) — including the sole director of an OPC — must complete DIR-3 KYC by 30 September each year. This deadline falls on the same day as the deemed AGM date, meaning two compliance tasks land simultaneously.

DIR-3 KYC vs DIR-3 KYC-Web

If 30 September passes without filing, the MCA system marks the DIN "Deactivated" on 1 October. The consequences cascade immediately:

• The director cannot digitally sign any MCA form — including the AOC-4 and MGT-7A you urgently need to file
• Any SRN raised using the deactivated DIN is automatically rejected on MCA V3
• You must first pay the ₹5,000 late fee, file DIR-3 KYC (full form), and wait for DIN reactivation (typically 24–48 hours) before attempting any other form

This is a sequencing trap that hits OPCs disproportionately because there is only one director. A missed DIR-3 KYC on 30 September locks you out of all MCA filings precisely during the October–November AOC-4 and MGT-7A window.

Action: Set a calendar reminder for 25 September each year. DIR-3 KYC-Web takes under ten minutes if your mobile number and email address on MCA records are current and accessible for OTP.

Income Tax Filing for OPCs: ITR-6, Due Dates, and the Interest Stack

An OPC is treated as a domestic company under the Income-tax Act 1961. It files ITR-6 — the same return form used by all domestic companies that do not claim exemption under section 11. There is no separate OPC-specific return form or simplified process.

Which Due Date Applied to Your OPC for FY 2022-23?

Most early-stage OPCs have turnover below ₹1 crore and should have filed by 31 July 2023. If you were not certain whether a tax audit applied, the safer default was to target 31 October 2023 and get the audit done.

The Penalty and Interest Stack for Late Filing

Missing the due date triggers a compounding cascade of charges:

• Section 234F — late filing fee of ₹5,000 (reduced to ₹1,000 if total income does not exceed ₹5 lakh)
• Section 234A — simple interest at 1% per month (or part thereof) on the outstanding tax liability, from the due date until the date of actual filing
• Section 234B — simple interest at 1% per month on the shortfall in advance tax, from 1 April of the assessment year until the date of payment or assessment completion
• Section 234C — interest for deferment of advance tax instalments (June, September, December, March)

The Critical Warning: The Updated Return Window for FY 2022-23 Has Closed

Section 139(8A) of the Income-tax Act 1961 permits an updated return (ITR-U) to be filed within two years from the end of the relevant Assessment Year. For FY 2022-23 (AY 2023-24):

> Updated return window = up to 31 March 2026

As of today in May 2026, this window has closed. Finance Act 2025 extended the updated return window to four years, but this extension applies to AY 2025-26 and subsequent years — it does not retrospectively re-open the AY 2023-24 window.

If your OPC has not filed ITR-6 for FY 2022-23 at all, the options now are:

1. Respond to a notice under section 142(1) or section 148 if the Income Tax Department issues one — the AIS/TIS (Annual Information Statement / Taxpayer Information Summary) on incometax.gov.in will show whether any income or TDS has been reported against your OPC's PAN
2. Apply under section 119(2)(b) to the CBDT or the Commissioner for condonation of delay — this is a discretionary remedy and requires demonstrating genuine hardship or circumstances beyond your control

Verify your AIS/TIS immediately. If TDS has been deducted on OPC income (contract receipts, professional fees) and no return exists, you are an easy candidate for a section 148 notice.

Worked Example: The Full Cost of Missing FY 2022-23 Deadlines

Scenario: Innovate Solutions OPC Private Limited — sole director Rohan Mehta, authorised capital ₹1 lakh, FY 2022-23 turnover ₹18 lakh (below tax audit threshold), corporate tax payable ₹72,000. As of 23 May 2026, AOC-4 and MGT-7A for FY 2022-23 are still unfiled on MCA V3.

MCA Late Fees Accrued to 23 May 2026

This covers FY 2022-23 alone. If FY 2023-24 and FY 2024-25 are also unfiled — which is almost always the case when FY 2022-23 is missed — the total MCA late-fee exposure across three years runs to approximately ₹4.5–5 lakh and growing at ₹600 per day (₹200/day per form × 3 forms × 1 year = higher for older pending years).

Income Tax Charges on FY 2022-23 (ITR Due 31 July 2023)

Since the updated return window has closed, these charges may be assessed if a notice is issued:

Combined minimum compliance failure cost for FY 2022-23 alone: approximately ₹2.43 lakh. This excludes professional fees for rectification, DIN reactivation fees, NCLT costs if the company has been struck off, and the escalating late fees that accrue every additional day of non-filing.

Consequences That Compound: From Late Fees to Strike-Off

Section 164(2): Director Disqualification for Five Years

Section 164(2)(a) of the Companies Act 2013 provides that a director is disqualified from being appointed or re-appointed as a director in any company for a period of five years if the company of which they are a director has not filed its annual returns or financial statements for any continuous period of three financial years.

For an OPC that missed FY 2022-23, FY 2023-24, and FY 2024-25:

• The three-year continuous default threshold was crossed when MGT-7A for FY 2024-25 was not filed by its due date of approximately 28 November 2025
• The sole director is now disqualified through to approximately November 2030
• During this period, they cannot be appointed as a director in any company — including fresh incorporations — and must vacate office in any existing directorships under section 167(1)(a)

Section 248: Strike-Off by the Registrar of Companies

The RoC can initiate strike-off proceedings under section 248(1)(b) after two consecutive financial years of non-filing of financial statements or annual returns. The process:

1. RoC issues a notice to the OPC and the sole director by post and in the Official Gazette
2. If no response is received within 30 days, the company's name is struck off the Register of Companies
3. The company loses its legal existence — it cannot hold bank accounts, enter contracts, own property, or sue or be sued in its own name

Restoration after strike-off requires filing an application before the National Company Law Tribunal (NCLT) under section 252. This is a formal legal proceeding that typically costs ₹50,000–₹2 lakh in professional and NCLT fees and takes 6–18 months to conclude, with no guarantee of success.

How Non-Filing Blocks Your Business Operations

While AOC-4 or MGT-7A are pending, MCA V3 prevents the company from filing:

• CHG-1 — charge creation (securing a bank loan against assets)
• INC-22 — change of registered office
• SH-7 — alteration of authorised capital
• DIR-12 — appointment or resignation of directors

A pending annual filing is not a passive compliance gap. It is an active blocker on corporate actions the business may urgently need — including securing working capital financing or bringing in a co-director.

Common Mistakes OPCs Make — and How to Fix Them

1. Treating "No AGM" as "No Annual Filing"

The AGM exemption removes the meeting, not the returns. Many sole founders discover the error only when MCA V3 flags their DIN or the bank asks for a company compliance certificate. Fix: Anchor your annual compliance calendar to the statutory deadlines — 27 September for AOC-4 and 28 November for MGT-7A — not to any AGM-based reminder.

2. Letting DIR-3 KYC Slip Because "Nothing Has Changed"

DIR-3 KYC-Web must be actively filed every year, even if your name, address, and mobile number are unchanged. It is not auto-renewed. Fix: Schedule DIR-3 KYC-Web by 25 September each year. Log in using your DIN, verify via OTP, and file. The entire process takes less than ten minutes when your contact details on MCA records are current.

3. Not Verifying Whether a Tax Audit Applies

The section 44AB tax audit threshold is ₹1 crore for business turnover — distinct from the GST registration threshold and from deemed profit schemes like section 44AD. OPCs with turnover between ₹50 lakh and ₹1 crore often qualify for the presumptive scheme but still have ITR-6 obligations with a July 31 due date. Fix: Confirm with your CA at the start of each financial year whether a tax audit is required, and pre-book the auditor's schedule so you are not hunting for audit availability in October.

4. Skipping Formal Auditor Appointment and ADT-1

Many OPCs informally use a chartered accountant to sign the accounts without passing a Board resolution, issuing a formal engagement letter, or filing Form ADT-1. This makes AOC-4 technically defective — the auditor's appointment is not on MCA record. Fix: Pass a Board resolution appointing the statutory auditor and file ADT-1 within 15 days of the deemed AGM date (by 15 October each year). For a newly incorporated OPC, the first auditor must be appointed within 30 days of incorporation and ADT-1 filed promptly.

5. Filing AOC-4 With an Expired DSC

MCA V3 requires the AOC-4 to be digitally signed with a Class-3 DSC of the sole director. DSCs are typically issued for two or three years. Directors who do not use their DSC regularly often discover it has expired only when they attempt to file the form. DSC renewal takes 2–5 business days through a certification authority. Fix: Check DSC validity every September when you file DIR-3 KYC. Renew immediately if the DSC expires before the filing window closes.

6. Filing FY 2022-23 in Isolation While FY 2023-24 and FY 2024-25 Remain Pending

Some OPCs file the most recent year's returns to clear MCA flags, leaving older years open. This does not cure the disqualification clock, which counts continuous years of default from the earliest unfiled year. Fix: Regularise all pending financial years simultaneously. Engage your auditor for a phased multi-year engagement covering FY 2022-23, FY 2023-24, and FY 2024-25 in one go.

Regularising FY 2022-23 Filings: Step-by-Step Guide for FY 2026-27

If your OPC's FY 2022-23 filings are pending, execute the following sequence:

Step 1 — Check DIN status on MCA V3. Log in, navigate to DIN Services → Verify DIN-PAN. If the DIN is "Deactivated", file DIR-3 KYC with the ₹5,000 late fee first. Do not attempt to file any other form until the DIN is active.

Step 2 — Complete all pending books and audit simultaneously. Engage your statutory auditor to audit FY 2022-23, FY 2023-24, and FY 2024-25 accounts in a single phased engagement. Prepare accounts that are self-consistent across all three years — inter-year discrepancies in carried-forward balances attract RoC scrutiny during processing.

Step 3 — File AOC-4 for FY 2022-23. The MCA V3 portal calculates the additional fee automatically at the time of submission based on the filing date. Pay and submit; download the SRN acknowledgement.

Step 4 — File MGT-7A for FY 2022-23. If PCS certification is required (paid-up capital exceeding ₹10 lakh or turnover exceeding ₹50 lakh), engage a Practising Company Secretary before submission and attach their digitally signed certificate. File cannot be submitted without the PCS attachment if the threshold is crossed.

Step 5 — Repeat Steps 3 and 4 for FY 2023-24 and FY 2024-25. File all pending years, not just FY 2022-23. Each year's AOC-4 should be filed before or simultaneously with that year's MGT-7A.

Step 6 — Address the income tax position. For FY 2022-23 (AY 2023-24), the updated return window under section 139(8A) closed on 31 March 2026. Check your AIS/TIS on incometax.gov.in to assess whether any TDS mismatch or unreported income is visible to the department. Take advice on whether a proactive section 119(2)(b) application for condonation is appropriate in your circumstances.

Step 7 — Apply under section 460 if disqualification has triggered. If three years of consecutive defaults mean the director's DIN has been marked disqualified, the NCLT may grant condonation under section 460 upon application by the director or the company. Engage a practising company secretary or advocate for this application — it is not a do-it-yourself filing.

Step 8 — Build a forward-looking compliance calendar. Once historical filings are regularised, set firm internal deadlines: audit completion by 15 July; AOC-4 by 10 September; DIR-3 KYC-Web by 25 September; ADT-1 by 5 October; MGT-7A by 15 November; ITR-6 by 20 October (for tax audit entities). Leave buffer for portal downtime, which is common on MCA V3 in the final week before any statutory deadline.

Key Takeaways

• AOC-4 for FY 2022-23 was due 27 September 2023; MGT-7A was due 28 November 2023. Both carry a late fee of ₹100 per day per form with no upper cap — as of May 2026, that is approximately ₹1.87 lakh in MCA penalties on these two forms alone for FY 2022-23.
• An OPC with three consecutive years of non-filing (FY 2022-23 through FY 2024-25) has triggered section 164(2) disqualification of the sole director for five years — preventing them from being a director in any company, not just the defaulting OPC.
• DIR-3 KYC must be filed every year by 30 September, regardless of whether any details have changed. A missed DIR-3 KYC deactivates the DIN on 1 October and blocks all other MCA filings until a ₹5,000 late fee is paid and the DIN is reactivated.
• The updated return (ITR-U) window under section 139(8A) for FY 2022-23 closed on 31 March 2026. Income tax regularisation for that year now requires either responding to a departmental notice or applying for condonation under section 119(2)(b) before the CBDT or Commissioner.
• Strike-off proceedings under section 248 can begin after just two years of consecutive non-filing. Restoration through NCLT under section 252 is expensive, time-consuming, and uncertain — regularising filings now is categorically cheaper than restoring a struck-off company.
• The correct filing sequence is non-negotiable: DIN activation → multi-year audit completion → AOC-4 (oldest year first) → MGT-7A → income tax position — all pending years together, not selectively.
• The cascading late fee for all three unfiled years (FY 2022-23 through FY 2024-25) across both AOC-4 and MGT-7A, filed today, is approximately ₹4.5–5 lakh. That figure grows by ₹600 per day until every form is submitted.