Form AOC-2 is a linked webform filed together with AOC-4, disclosing particulars of contracts or arrangements entered into by the company with related parties under Section 188(1) of the Companies Act, 2013, including certain arm’s length transactions under the fourth proviso thereto. It is governed by Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Who Should File AOC-2 / When is it Filed

AOC-2 must be filed as a linked form together with AOC-4 whenever ‘Yes’ is selected in AOC-4’s field “Whether any transactions entered with related party?”

AOC-2 is accessed as a linked form after successful submission of the parent AOC-4 form, in the following sequence: AOC-4 CFS → AOC-1 → AOC-2 → CSR-2 → Extract of Auditor’s Report (Standalone) → Extract of Auditor’s Report (Consolidated) → Extract of Board’s Report.

Important Checkpoints Before Filing

  • The company must hold a valid, approved CIN
  • The DSC attached must be registered on the MCA portal against the DIN/PAN provided
  • Applicant must be registered as a Business User on the MCA portal before filing
  • The signing authority must hold a valid, non-expired, non-revoked DSC
  • Authorised signatories must hold an approved DIN or valid PAN or Membership number, as applicable
  • If field space is insufficient, additional details may be furnished as an optional attachment
  • As a linked form, resubmission provisions do not apply to AOC-2 on a standalone basis

Step-by-Step Filing Process

AOC-2 does not have an independent filing process — it is accessed automatically as a linked form once the parent Form AOC-4 is successfully submitted, and is completed, DSC-affixed, and uploaded together with AOC-4 and its other applicable linked forms.

Field-Level Notes

AOC-2 requires separate disclosure of contracts/arrangements not at arm’s length and those at arm’s length, including the names of related parties, nature of relationship, nature/duration/particulars of the contract, and the amount involved.

Signing Requirements

  • Digitally signed by an authorised signatory with an approved DIN or valid PAN/Membership number

Fee Structure

Not applicable. As a linked form, AOC-2 carries no separate fee — its filing is covered by the fee already paid for the parent AOC-4 filing.

Processing Mode

The linked webform AOC-2 is processed based on the conditions applicable to the parent AOC-4 form (STP or Non-STP, as determined by AOC-4’s own processing rules).

Frequently Asked Questions (FAQs)

Q1. When is AOC-2 required? Whenever the company has entered into any transactions with related parties, as indicated in the corresponding field of AOC-4.

Q2. Can AOC-2 be filed independently of AOC-4? No — it is a linked (annexure) form accessed only after AOC-4 is submitted, and is filed together with it.

Q3. Does AOC-2 cover only non-arm’s-length transactions? No — it covers both transactions not at arm’s length and specified arm’s length transactions under the fourth proviso to Section 188(1).

Q4. Is there a separate fee for AOC-2? No — the fee-rules section is marked not applicable, since AOC-2’s filing is covered under the parent AOC-4 fee.

Q5. How is AOC-2’s processing mode determined? It follows whatever processing mode (STP or Non-STP) applies to the parent AOC-4 filing.

Disclaimer

This article is based on the official Instruction Kit for webform AOC-2 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.

In case of any inconsistency or doubt, readers are advised to refer to the official MCA access page for AOC-4 and resources available on the MCA website.