What is the penalty for late filing of ROC annual returns in India as per the latest 2026 rules?

The penalty for late filing of ROC annual returns is ₹100 per day per form without any maximum limit until filing completion. This daily late fee applies separately to AOC-4 for financial statements and MGT-7 or MGT-7A for annual returns. Companies must understand that delays increase costs continuously, making timely filing the most effective way to avoid unnecessary financial burdens.

Does the ROC late filing penalty apply even if the company has no business activity or income?

Yes, the ROC late filing penalty applies even if the company has no business activity or income during the financial year. Filing NIL returns ensures compliance and helps companies avoid penalties, director disqualification, and possible strike-off proceedings initiated by authorities.

How does the penalty for late filing of the ROC return increase over time for multiple years?

The penalty for late filing of the ROC return increases daily at ₹100 per form, and it accumulates continuously until filing completion. When companies delay filings across multiple financial years, penalties apply separately for each year and each form involved. This compounding effect can quickly increase total liability, often crossing significant amounts that become difficult to manage later.

What is the difference between ROC late filing fees and statutory penalties under the Companies Act, 2013?

ROC late filing fees refer to the ₹100 per day charge applied automatically after the due date until filing completion. Statutory penalties apply when authorities initiate adjudication proceedings for non-compliance under Sections 92 and 137 of the Companies Act,

Companies must understand that both charges apply separately, which increases total financial and legal exposure significantly. 5. What happens if a company does not file ROC annual returns for three consecutive financial years?

If a company does not file ROC annual returns for three consecutive financial years, all its directors become disqualified automatically. The disqualification lasts for five years, during which directors cannot hold positions in any other company in India. This situation also increases the risk of strike-off proceedings, which can remove the company from official records permanently.

How does non-filing of ROC returns affect a company’s ability to raise funds or take loans?

Non-filing of ROC returns directly affects a company’s ability to raise funds because lenders and investors check compliance records carefully. Banks require updated filings before approving loans, overdrafts, or credit facilities, and missing compliance creates credibility issues. Investors also avoid companies with poor compliance history, which reduces growth opportunities and limits future funding options.

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Penalty for Late Filing ROC Annual Returns: Fees & Consequences

Srihari Dhondalay

Updated:Aug 13, 2026

7 min read

penalty for late filing roc annual returns

If a company misses its ROC annual filing deadlines, they generally face a ₹100-per-day additional fee per form with no upper cap, along with statutory penalties under the Companies Act, 2013. Continued non-compliance can also lead to director disqualification and company strike-off.

Companies must file Form AOC-4 within 30 days of the AGM and Form MGT-7/MGT-7A within 60 days of the AGM. These filing obligations also apply to dormant and non-operating companies, which must submit the applicable annual forms even when they have no business activity.

Key Takeaways

Missing ROC deadlines generally attracts an additional fee of ₹100 per day per form, with no maximum cap.
AOC-4 and MGT-7/MGT-7A can also attract statutory penalties of ₹10,000 plus ₹100 per day, subject to the applicable statutory caps.
Failure to file annual returns and financial statements for three consecutive financial years can lead to director disqualification for five years under Section 164(2).
Non-filing for two consecutive financial years can make a company liable for strike-off proceedings under Section 248.
Dormant and non-operating companies must continue meeting applicable annual filing requirements, including NIL filings where applicable.
The CCFS 2026 scheme, running from 15 April to 15 July 2026, offers a 90% waiver of additional fees on eligible pending filings, subject to the scheme’s conditions.

What is the Penalty for Late Filing of ROC Annual Returns?

Missing the deadline of ROC filing can result in both additional filing fees and statutory penalties:

1. Automatic Late Fee: ₹100 Per Day

Once the ROC filing due date passes and the company does not file the required forms, a late fee of ₹100 per day starts immediately. This rule applies to Form AOC-4 for financial statements and Form MGT-7 or MGT-7A for annual returns.

The government has removed any maximum cap on this daily late fee. As a result, the ROC late filing penalty keeps increasing every single day until the company completes the filing successfully.

Example: If a company files AOC-4 78 days late, the additional fee is ₹7,800. If it files MGT-7 46 days late, the additional fee is ₹4,600. The combined additional fee would therefore be ₹12,400, excluding the normal filing fees.

2. Statutory Penalties Under Section 137 (AOC-4) and Section 92 (MGT-7)

The Companies Act also provides separate penalties for failure to file annual returns and financial statements. The current structure is:

Default	Penalty on Company	Penalty on Officers in Default
Non-filing of financial statements (AOC-4), Section 137 (3)	₹10,000 + ₹100 per day (up to ₹2,00,000 for the company)	₹10,000 + ₹100 per day (up to ₹50,000 per officer)
Non-filing of annual return (MGT-7), Section 92(5)	₹50,000 + ₹100 per day (up to ₹5,00,000 for the company)	₹10,000 + ₹100/day, capped at ₹50,000

These penalties are separate from the additional filing fee and imposed through the MCA’s e-adjudication platform.

3. CCFS 2026: Current Penalty Relief Scheme

The Ministry of Corporate Affairs launched the Companies Compliance Facilitation Scheme 2026 (CCFS 2026), active from 15 April 2026 to 31 August 2026. Under this scheme:

Eligible companies can file specified pending annual returns and financial statements by paying only 10% of the applicable additional fees, effectively receiving a 90% waiver.
Businesses enjoy a one-time opportunity to regularize eligible pending filings at substantially reduced cost.

Note: The government may update the Companies Compliance Facilitation Scheme (CCFS) every year. Always check the official MCA website (mca.gov.in) for the latest updates before relying on any previous scheme.

Consequences of Not Filing ROC Annual Returns Beyond Monetary Penalties

Failing to file ROC annual returns triggers serious legal and operational consequences:

Director disqualification: Failure to file financial statements or annual returns for three consecutive financial years can disqualify every director for five years under Section 164(2)(a). The disqualification also restricts new directorships.
Company strike-off: Failure to file annual returns for two or more consecutive financial years can trigger ROC strike-off proceedings under Section 248, resulting in the loss of the company’s legal status.
Restoration costs: A struck-off company must approach the NCLT under Section 252 for restoration, involving additional filings, professional fees, and legal procedures.
Funding and banking difficulties: Banks and investors review MCA records before providing loans or funding. Pending filings can delay or jeopardise financing.
Tender and business restrictions: Non-compliance can affect eligibility for government tenders and complicate corporate actions such as issuing shares or increasing authorised capital.
Long-term credibility damage: Persistent ROC defaults reduce the company’s compliance record and can create concerns during investor, lender, or business due diligence.

What to Do if the ROC Filing Deadline is Already Missed?

Missing the due date does not mean the situation cannot be recovered. Follow this step-by-step approach to regularize your filings:

1. Calculate the exact number of days of delay for each form from the original statutory due date. Use the MCA portal’s fee calculator or a professional ROC late fee calculator to get the precise late fee amount.

2. Ensure the statutory audit is complete and financial statements are signed by the auditor and the Board before attempting to file AOC-4.

3. File AOC-4 first, then MGT-7, paying all applicable late fees through the MCA payment gateway at the time of submission.

4. If the MCA has issued an adjudication notice under Section 92 or 137, respond within the timeline specified in the notice. Filing the form within 30 days of the notice prevents statutory penalties under the CCFS 2026 scheme (valid until 15 July 2026).

5. Check if the DIN of all directors is active. If DIR-3 KYC is overdue, complete it by paying the ₹5,000 penalty before attempting any other filing.

6. Once all pending filings are complete, verify the company’s compliance status on the MCA portal under the company’s CIN to confirm all forms show ‘Approved’ status.

How to Prevent Missing ROC Filing Deadlines

A simple compliance routine can prevent late fees, penalties, and disruption. Use these practices throughout the year:

Maintain a compliance calendar: Track the AGM, AOC-4, MGT-7/MGT-7A, DIR-3 KYC, and other applicable deadlines with advance reminders.
Hold the AGM early: Holding the AGM before the 30 September outer limit gives you more time to complete AGM-linked filings.
Complete the audit early: Finish the statutory audit and get the financial statements approved and signed before the AOC-4 deadline approaches.
File before the due date: Submit forms at least a week or two early to allow time for DSC issues, technical errors, resubmissions, or corrections.
Keep DINs and DSCs active: Complete required KYC filings on time and renew directors’ digital signatures before they expire.
File NIL returns when required: Dormant or non-operating companies must still complete applicable annual filings. Inactivity does not automatically remove compliance obligations.

Srihari Dhondalay

Srihari Dhondalay is a Chartered Accountant and Co-Founder at RegisterKaro with over 7 years of experience in financial strategy, taxation, and business advisory. Before co-founding RegisterKaro, he honed his expertise at KPMG and Angel Broking, working across audit, tax planning, and corporate finance. Having cleared the CA Final, IPCC, and CPT exams, Srihari now focuses on helping early-stage founders make smarter financial decisions, from GST structuring to fundraise-ready bookkeeping. He has personally advised over 1,000 startups and SMEs across India.