Yes, there is a penalty for late ROC filing - and it is one of the most aggressive penalty structures in Indian corporate law. Unlike most regulatory penalties that have caps, the ROC additional fee under Section 403 has no upper limit. Rs 100 per day per form, every day, indefinitely.
A company that missed filing both its annual return (MGT-7) and financial statements (AOC-4) since 2020 has accumulated approximately Rs 4,38,000 in additional fees alone - before any penalties, prosecution, or director disqualification consequences.
But right now, there is a window. The MCA has launched CCFS-2026 (15 April to 15 July 2026) offering a 90% waiver on these accumulated fees. That Rs 4,38,000 becomes Rs 43,800. This blog covers: the complete penalty framework, form-wise fee calculation, director disqualification rules, the CCFS-2026 opportunity, and the steps to regularise your company.
What Is ROC Filing and Why Are Penalties So Severe?
The Registrar of Companies (ROC) is the authority under the Ministry of Corporate Affairs (MCA) that maintains the public register of companies in India. Every company registered under the Companies Act, 2013 (Pvt Ltd, OPC, Public, Section 8) must file annual documents with the ROC: financial statements (AOC-4), annual return (MGT-7/MGT-7A), auditor appointment (ADT-1), and various event-based forms.
The penalty is severe because ROC filings are the foundation of corporate transparency. When a company fails to file, the public register becomes incomplete. Banks, investors, creditors, and regulatory authorities rely on ROC data for due diligence. Non-filing undermines the entire corporate information ecosystem.
For company registration services (know more) including ongoing ROC compliance, we handle annual filings from Day 1 to prevent penalty accumulation.
Key Terms You Should Know
Section 403 - Additional Fee: The automatic fee levied by the MCA system for late filing. Rs 100 per day per form. No upper cap. Calculated from the due date to the actual filing date. Paid at the time of filing through the MCA portal.
Section 92 - Annual Return Penalty: If a company fails to file the annual return (MGT-7/7A), the company and every officer in default are liable: Company: Rs 50,000; if continuing failure: Rs 100/day (max Rs 5 lakh). Officer: Rs 50,000; if continuing failure: Rs 100/day (max Rs 5 lakh).
Section 137 - Financial Statements Penalty: If a company fails to file financial statements (AOC-4), the company and every officer in default are liable: Company: Rs 1,000/day (max Rs 10 lakh for Pvt Ltd; no cap for public). Officer: imprisonment up to 6 months or fine Rs 1 lakh to Rs 5 lakh or both (prior to decriminalisation under the Bill).
Section 164(2) - Director Disqualification: If a company has not filed financial statements or annual returns for three continuous financial years, every director of the company is disqualified for 5 years from the date of non-compliance. DIN is deactivated.
CCFS-2026: Companies Compliance Facilitation Scheme 2026. MCA General Circular 01/2026 dated 24 February 2026. Effective 15 April to 15 July 2026. 90% waiver on additional fees under Section 403. Conditional immunity from penalty under Sections 92/137.
Corporate Laws (Amendment) Bill 2026: Introduced 23 March 2026. Proposes: lower additional fees for delayed ROC filing (replacing the Rs 100/day with a reduced structure), further decriminalisation of filing offences. Currently with JPC - not yet enacted.
Who Is Affected by ROC Late Filing Penalties?
- Every Pvt Ltd company that has not filed AOC-4 and/or MGT-7 by the due date
- Every OPC that has not filed AOC-4 and/or MGT-7A by the due date
- Every public company with pending annual filings
- Section 8 companies (non-profit) with pending filings
- Foreign companies with pending FC-3/FC-4 filings
- Directors of any defaulting company - personal disqualification risk
- Companies that were incorporated but never started business - still must file annual returns
- Dormant or inactive companies that have not applied for dormant status
For entity-wise compliance differences, see our entity-wise compliance guide (know more).
The Complete ROC Penalty Framework
Layer 1: Additional Fee Under Section 403 (Automatic)
This is the first and most common penalty. It is automatic - calculated by the MCA portal at the time of filing. No adjudication or show-cause notice is required. Simply: if you file late, you pay Rs 100 per day per form from the due date to the filing date.
| Form | Purpose | Due Date | Additional Fee |
|---|---|---|---|
| AOC-4 | Financial statements | 30 days from AGM | Rs 100/day (no cap) |
| MGT-7 / MGT-7A | Annual return | 60 days from AGM | Rs 100/day (no cap) |
| ADT-1 | Auditor appointment | 15 days from AGM | Rs 100/day (no cap) |
| DIR-3 KYC | Director KYC | 30 September each year | Rs 5,000 if filed after due date |
| INC-20A | Declaration of commencement of business | 180 days from incorporation | Rs 100/day (no cap) |
| CHG-1 | Creation of charge | 30 days from creation | Slab-based additional fee |
| FC-3 / FC-4 | Foreign company annual filings | Within 6 months of FY end | Rs 100/day (no cap) |
Layer 2: Penalty Under Sections 92 and 137 (Adjudication)
Beyond the automatic additional fee, the ROC can initiate separate adjudication proceedings against the company and its officers for non-filing:
| Section | On the Company | On Every Officer in Default |
|---|---|---|
| 92(5) - Annual Return | Rs 50,000. If continuing failure: Rs 100/day, max Rs 5 lakh. | Rs 50,000. If continuing failure: Rs 100/day, max Rs 5 lakh. |
| 137(3) - Financial Statements | Rs 1,000/day, max Rs 10 lakh (Pvt Ltd). No cap for public company. | Imprisonment up to 6 months OR fine Rs 1-5 lakh OR both. (Subject to decriminalisation under the Bill.) |
These penalties are in addition to the Section 403 additional fee. A company that files late pays the additional fee (Layer 1) AND may face adjudication penalties (Layer 2). CCFS-2026 provides immunity from Layer 2 if filings are completed within the scheme window.
Layer 3: Director Disqualification Under Section 164(2)
If a company fails to file financial statements OR annual returns for three consecutive financial years, every director of the company is disqualified from being appointed as director in ANY company for 5 years. The DIN is deactivated on the MCA portal. The director cannot sign any MCA form, cannot be appointed to any board, and cannot act as director anywhere.
The disqualification is automatic - the MCA system identifies directors of non-compliant companies and deactivates their DINs. There is no show-cause notice before deactivation (though directors can apply for restoration after regularisation).
This is the most severe consequence of late ROC filing - because it affects the director personally, not just the defaulting company.
Layer 4: Prosecution and Strike-Off
For persistent non-filing, the ROC can: (a) initiate prosecution in criminal court under Sections 92/137 (imprisonment for officers), (b) issue a notice under Section 248 to strike off the company from the register (company ceases to exist), (c) report to SFIO (Serious Fraud Investigation Office) if fraud is suspected.
Post-CCFS-2026 (after 15 July 2026), the ROC has explicitly stated that strict enforcement will follow against all remaining defaulters.
ROC Late Fee Calculation: Worked Examples
Example 1: One Year of Non-Filing (FY 2024-25)
Company missed both AOC-4 and MGT-7 for FY 2024-25. AGM held 30 September 2025. AOC-4 due: 30 October 2025. MGT-7 due: 29 November 2025. Filing date: 26 March 2026.
AOC-4 delay: 147 days × Rs 100 = Rs 14,700. MGT-7 delay: 117 days × Rs 100 = Rs 11,700. Total additional fee: Rs 26,400.
Example 2: Three Years of Non-Filing (FY 2022-23 to 2024-25)
Company missed AOC-4 and MGT-7 for 3 consecutive years. Assuming similar delay periods, accumulated additional fee: approximately Rs 79,200 for AOC-4 + Rs 68,400 for MGT-7 = Rs 1,47,600. Under CCFS-2026: pay only 10% = Rs 14,760.
Example 3: Five Years of Non-Filing (FY 2020-21 to 2024-25)
Accumulated additional fee: approximately Rs 3,65,000 for both forms across 5 years. Under CCFS-2026: pay only 10% = Rs 36,500. Without the scheme: Rs 3,65,000 in additional fees alone - plus Section 92/137 penalties, plus director disqualification.
CCFS-2026: The Current Opportunity to Regularise
| Feature | Details |
|---|---|
| Scheme name | Companies Compliance Facilitation Scheme 2026 (CCFS-2026) |
| Circular | General Circular 01/2026 dated 24 February 2026 |
| Effective period | 15 April 2026 to 15 July 2026 (3 months) |
| Additional fee waiver | 90% - pay only 10% of accumulated additional fee |
| Immunity | Conditional immunity from penalty under Sections 92/137 if filed before adjudication notice or within 30 days of notice |
| Forms covered | MGT-7, MGT-7A, AOC-4 (all variants), ADT-1, FC-3, FC-4, and legacy forms under Companies Act 1956 |
| Dormant status option | File MSC-1 at 50% of normal fee |
| Strike-off option | File STK-2 at 25% of normal filing fee |
| Excluded companies | Companies with final strike-off notice, already applied for strike-off/dormancy before scheme, dissolved companies, vanishing companies |
| Post-scheme enforcement | ROC will take strict action: full additional fees, prosecution, and potential strike-off |
Action: If your company has any pending ROC filings, the CCFS-2026 window (15 April to 15 July 2026) is the most cost-effective opportunity to regularise. For statutory audit (know more) services needed before filing AOC-4, we handle the audit and filing as a coordinated package. See our statutory audit 2026 changes (know more) for audit preparation.
Step-by-Step: How to Regularise Pending ROC Filings
Step 1: Audit Your MCA-21 Filing Status (Week 1). Log in to the MCA portal. Check: which forms are pending? For how many years? What is the accumulated additional fee? Download the compliance status report.
Step 2: Prepare the Missing Financial Statements (Week 2-6). For each pending year, prepare the financial statements (balance sheet, P&L, notes). Get them audited by a CA (statutory audit is mandatory). Prepare the director's report and board resolution.
Step 3: Prepare the Missing Annual Returns (Week 2-6). For each pending year, prepare MGT-7/MGT-7A with: shareholder details, director details, meeting details, and compliance declarations.
Step 4: File Under CCFS-2026 (Before 15 July 2026). Upload AOC-4 and MGT-7 for all pending years on the MCA portal. Pay normal filing fee + 10% of accumulated additional fee. Confirm filing receipt.
Step 5: File ADT-1 (Auditor Appointment). If ADT-1 is pending for any year, file simultaneously. Use annual compliance services (know more) for ongoing ROC management.
Step 6: Apply for DIN Reactivation (If Directors Are Disqualified). After regularising all filings, directors whose DINs were deactivated under Section 164(2) can apply for reactivation. File DIR-10 with supporting documents showing all filings are now up to date.
Step 7: Set Up Ongoing Compliance to Prevent Recurrence. Implement a compliance calendar: AGM by 30 September each year, AOC-4 within 30 days of AGM, MGT-7 within 60 days of AGM, ADT-1 within 15 days of AGM, DIR-3 KYC by 30 September.
Documents Required for ROC Regularisation
- Financial statements for each pending year (audited)
- Statutory audit report for each pending year
- Board resolutions approving financial statements and annual return
- Director’s report for each pending year
- Shareholder register and share transfer records
- Minutes of AGM for each pending year (or proof that AGM was held)
- Digital signatures (DSC) of the director authorised to sign forms
- Certified copies of MOA and AOA (if changes were made)
- Details of charges created/modified (for CHG-1 if pending)
- DIR-3 KYC verification for all directors
- GSTIN and PAN of the company (for verification on forms)
The Corporate Laws (Amendment) Bill 2026 - What May Change
The Bill (introduced 23 March 2026, currently with JPC) proposes: (a) reduced additional fees for late ROC filing - the current Rs 100/day with no cap may be replaced with a more moderate structure, (b) further decriminalisation - converting more filing-related offences from criminal to civil penalties, and (c) lower fees for specific filings to reduce the compliance burden on small companies and MSMEs.
Important: The Bill is NOT yet enacted. Use the current penalty structure for FY 2025-26 filings. The CCFS-2026 scheme operates under the current law. Once the Bill passes, the penalty structure may change - but the timing is uncertain.
For GST return filing that runs in parallel with ROC compliance, see our GST return filing (know more) services.
Common Mistakes Companies Make with ROC Filing
Mistake 1: Assuming no filing is needed if the company has no business activity. Wrong. Every company must file annual returns and financial statements even if turnover is zero, profit is zero, or the company is dormant. NIL financial statements and NIL annual return must still be filed.
Mistake 2: Not filing because the penalty is 'already too large.' The penalty accumulates daily. Waiting another year adds Rs 73,000 (for 2 forms). The CCFS-2026 scheme offers 90% waiver - making the cost of regularisation a fraction of what it would be normally.
Mistake 3: Ignoring director disqualification notices. Once a director's DIN is deactivated, they cannot act as director in ANY company - including the defaulting company. This creates a Catch-22: the company needs a director to authorise filings, but the director is disqualified. The solution: appoint a new director (if possible) or apply for DIN reactivation simultaneously with filing.
Mistake 4: Filing annual return without audited financials. MGT-7 requires audited financial statements. You cannot file MGT-7 without filing AOC-4 first. The order matters: statutory audit → AOC-4 → MGT-7. Filing MGT-7 without AOC-4 will be rejected.
Mistake 5: Not availing CCFS-2026 because 'it might be extended.' The MCA has explicitly stated that strict action follows after 15 July 2026. Previous schemes (CODS 2018, CFSS 2020) were not extended. Relying on an extension is gambling with prosecution risk. For tax planning framework (know more) including ROC compliance planning, we advise on the optimal compliance strategy.
Penalties: Complete Summary Table
| Consequence | Amount / Impact | Legal Provision | CCFS-2026 Relief |
|---|---|---|---|
| Additional fee (AOC-4) | Rs 100/day - no cap | Section 403 | 90% waiver (pay 10%) |
| Additional fee (MGT-7) | Rs 100/day - no cap | Section 403 | 90% waiver (pay 10%) |
| Penalty on company (annual return) | Rs 50,000 + Rs 100/day (max Rs 5L) | Section 92(5) | Immunity if filed before adjudication or within 30 days of notice |
| Penalty on officer (annual return) | Rs 50,000 + Rs 100/day (max Rs 5L) | Section 92(5) | Same as above |
| Penalty on company (financial statements) | Rs 1,000/day (max Rs 10L for Pvt Ltd) | Section 137(3) | Same immunity as above |
| Penalty/imprisonment on officer (financial statements) | Imprisonment up to 6 months OR fine Rs 1-5L OR both | Section 137(3) | Same immunity; decriminalisation proposed under Bill |
| Director disqualification | 5-year disqualification from any directorship; DIN deactivated | Section 164(2) | Reversible after regularisation + DIR-10 application |
| Company strike-off | Company removed from register; ceases to exist | Section 248 | Companies with final strike-off notice NOT eligible for CCFS |
How ROC Compliance Connects with Statutory Audit, GST, and Income Tax
ROC filing is not standalone compliance - it depends on and connects with: (1) Statutory audit - AOC-4 cannot be filed without audited financial statements. The statutory audit must be completed first. (2) Income tax - ITR filing requires audited financials. If ROC filing is pending, the ITR may also be delayed - triggering IT late filing fees. (3) GST - GSTR-9 (annual return) data should reconcile with AOC-4 financial statements. Mismatches trigger notices from both GST and ROC. (4) Bank and investor due diligence - banks and investors check MCA-21 for filing status. Non-compliant companies face difficulty in obtaining loans, attracting investment, or entering contracts.
Key Takeaways
Late ROC filing attracts Rs 100/day per form with no upper cap. For two forms (AOC-4 + MGT-7), the daily penalty is Rs 200. Over 5 years, this exceeds Rs 3,65,000 in additional fees alone - before adjudication penalties or prosecution.
Director disqualification under Section 164(2) is the most severe personal consequence: 5 years of disqualification from any directorship, DIN deactivation, and inability to act as director in any company.
CCFS-2026 (15 April to 15 July 2026) offers a 90% waiver on accumulated additional fees and conditional immunity from penalty proceedings. This is the most cost-effective opportunity to regularise pending filings. Rs 3,65,000 becomes Rs 36,500.
The Corporate Laws (Amendment) Bill 2026 proposes reducing the additional fee structure - but this is not yet enacted. Use CCFS-2026 under the current law; do not wait for the Bill.
The filing order matters: statutory audit first, then AOC-4, then MGT-7. ROC filing cannot be done without audited financials. Plan the audit + filing as a coordinated process.
Need Help Regularising Your ROC Filings?
Whether you have 1 year or 10 years of pending ROC filings, our team handles the complete regularisation: statutory audit for all pending years, AOC-4 and MGT-7 preparation, CCFS-2026 filing, DIN reactivation, and ongoing annual compliance setup.
Explore our company registration services (know more) and annual compliance services (know more) for complete ROC management across Pune, Mumbai, Delhi, and all-India.
For queries, reach out at +91 945 945 6700 or WhatsApp us directly.
