What Happens If You Miss Your ROC Annual Filing Deadline?
Published on 8 June 2026
₹100 per day. No upper cap. The MCA (Ministry of Corporate Affairs) charges this late fee on every form filed after the ROC annual return deadline. The clock starts ticking the very next day. Miss AOC-4 and MGT-7 by just 78 days. The MCA will charge over ₹12,400 in penalties before you even factor in legal fees.
And that’s just the financial hit. If you miss your filings for three consecutive years, the MCA can deactivate your directors’ DINs and prevent them from serving in any company for five years.
📌 TL;DR: Missing your ROC annual filing deadline triggers an automatic penalty of ₹100 per day per form — with no maximum cap — under the Companies Act 2013. For a private limited company in India, this means AOC-4 and MGT-7 penalties compound simultaneously.
If filings are missed for three consecutive financial years, directors face disqualification under Section 164(2) and lose their DIN across all companies. Lawizer can help you file late returns, clear penalties, and get your company back to compliant status — fully online.
What You’ll Learn
- Exact due dates for AOC-4, MGT-7, and MGT-7A — and when the penalty clock starts
- How the ₹100/day penalty compounds across multiple forms and multiple years
- What director disqualification under Section 164(2) actually means for you
- The risk of company strike-off and how MCA initiates it
- Steps to fix late filings and get back to compliance fast
First, Let’s Get the Deadlines Straight
Here’s the thing — most founders don’t miss the deadline deliberately. They miss it because they don’t know exactly when it falls.
ROC filing deadlines are pegged to your AGM (Annual General Meeting) date, not a fixed calendar date, which trips up a lot of first-time company owners. Under MCA’s compliance framework, every private limited company must hold its AGM by September 30 each financial year.
Once your AGM date is set, here’s exactly how the filing windows work:
- Form AOC-4 (financial statements — balance sheet, P&L, auditor’s report): due within 30 days of the AGM. For a September 30 AGM, that’s October 29.
- Form MGT-7 (annual return — shareholding, director details, compliance summary): due within 60 days of the AGM. For a September 30 AGM, that’s November 28.
- Form MGT-7A (for OPCs and small companies): same 60-day window as MGT-7, but a simplified format.
What most founders miss: even if your company had zero revenue, zero transactions, or zero employees, you still have to file. There are no exemptions for dormant or “inactive” companies under the Companies Act 2013. A NIL return is still a required return.
The ₹100/Day Penalty — And Why It Adds Up Faster Than You Think
The moment your filing window closes, the late fee kicks in automatically. The MCA charges ₹100 per day per form, with no ceiling. Let’s break this down with a real example.
Say your AGM was on September 30, 2025. Your AOC-4 deadline is October 29, and your MGT-7 deadline is November 28. If you file both on January 15, 2026:
AOC-4 — 78 days late
₹7,800
MGT-7 — 48 days late
₹4,800
Total late fees
₹12,600+
How to Calculate Your Penalty on the MCA Portal
You don’t have to guess. The MCA21 portal has a built-in fee calculator. Go to MCA Services → Fee & Payment Services → Calculate Fee, select your form and the date you plan to file, and it will show you the exact late fee before you proceed.
Director Disqualification Under Section 164(2) — The Real Danger
Paying a penalty is painful but recoverable. Director disqualification is a different beast entirely. Under Section 164(2)(a) of the Companies Act 2013, if your company fails to file its financial statements or annual returns for any continuous period of three financial years, every director of that company gets disqualified — automatically, without a hearing.
Here’s what disqualification actually means. Your DIN (Director Identification Number — your unique director identity issued by the MCA) gets deactivated. You can’t be appointed as a director in that company or any other company for five years. In 2017, over 3.09 lakh directors across India were disqualified in a single sweep.
A quick example: a Mumbai-based founder running three companies — one dormant, two active — who forgot to file for the dormant entity found himself locked out of all three companies. No board resolutions, no bank account signings, no compliance filings. For five years.
Which Financial Years Put You in the Danger Zone Right Now?
In 2026, companies that missed filings for FY 2022-23, FY 2023-24, and FY 2024-25 are entering the three-year non-compliance window. If your company is in this group, you need to act before the ROC acts.
What Happens to the Company Itself — Strike-Off Risk
Beyond director-level consequences, the company itself faces a serious threat: strike-off from the MCA register. Under Section 248 of the Companies Act 2013, the Registrar of Companies can remove a company’s name from the register if it’s in default of filing requirements.
- Bank accounts can be frozen after the company is flagged as a defaulter by the ROC
- Investors and banks check MCA21 compliance status before approving funding or loans
- A non-compliant MCA record makes due diligence fail — fatal for startups in fundraising mode
- Revival via NCLT petition is possible but involves legal fees, time, and court appearances
How to Fix a Missed Filing — Your Step-by-Step Recovery Plan
The short answer: file now, even if you’re late. Every day you wait adds ₹100 to each outstanding form, and you inch closer to the disqualification threshold
Step 1
Check pending years on MCA21
Step 2
Get financials audited by a CA
Step 3
File AOC-4 before MGT-7
Step 4
Pay late fees & submit
Log into the MCA21 portal using your CIN (Corporate Identity Number) and check your filing history. If it’s two or more years pending, engage a CA immediately — the form sequencing gets complicated across multiple years. Always file AOC-4 (financial statements) before MGT-7 (annual return). Filing out of order can cause rejection on the portal.
If you’d rather not navigate MCA21, form codes, and late fee calculations yourself, Lawizer’s compliance team handles the entire ROC annual filing process — from audit coordination to MCA submission — fully online, without a physical CA visit.
Frequently Asked Questions
A: The MCA charges an additional fee of ₹100 per day per form from the date the filing was due until the date you actually file. There is no upper cap on this penalty. For a private limited company filing both AOC-4 and MGT-7 late, the penalties compound on both forms separately — even a 60-day delay on both forms means ₹12,000 in late fees, plus the standard government filing charges.
A: Yes, absolutely. Every company registered under the Companies Act 2013 must file annual returns and financial statements — even if it had zero revenue, zero transactions, or no employees. Dormant companies must file NIL returns. Failure to file on the grounds of inactivity is not an accepted excuse by the MCA, and penalties apply equally.
A: Yes, and this is one of the most misunderstood aspects of ROC compliance. Under Section 164(2)(a) of the Companies Act 2013, if any company you’re a director of fails to file for three consecutive financial years, your DIN gets deactivated and you’re disqualified from holding directorship in that company and every other company for five years.
A: Log into the MCA21 portal at mca.gov.in and search your company by name or CIN. The company master data page shows the filing history and current status. If your company is marked “Active (Non-compliant)” or you see missing entries for consecutive years, consult a CA immediately.
A: There is no standard process to waive ROC late fees — the ₹100/day penalty is automatically calculated by the MCA system and cannot be negotiated. Historically, the MCA has occasionally introduced amnesty schemes (such as the CFSS — Companies Fresh Start Scheme) at reduced or waived penalties, but these are time-limited. File as soon as possible to stop the clock.
A: Yes — two years means you haven’t crossed the three-year disqualification threshold under Section 164(2), so you can still file late returns directly through the MCA21 portal by paying accumulated late fees. Work with a CA or a compliance platform like Lawizer to ensure the filing sequence and form data are accurate.