Company law and LLP · Annual filings and ROC
What are the late fees for ROC filings, and how does a company clear a backlog?
Short answer
AOC-4 and MGT-7 filed late carry an additional fee of ₹100 a day for each form, with no upper limit; other forms carry a multiple of the normal fee. Penalties under the Act are on top, and directors of a company that has not filed for three years are disqualified for five. To clear a backlog, file the oldest years first, hold the missed AGMs, and seek compounding or adjudication for the defaults. Watch for MCA amnesty schemes.
Additional fees
| Forms | Additional fee for delay |
|---|---|
| AOC-4 (financial statements) and MGT-7 / MGT-7A (annual return) | ₹100 a day for each form, no maximum |
| Most other forms (DIR-12, SH-7, PAS-3, MGT-14 and so on) | A multiple of the normal fee, rising with the delay: 2 times up to 30 days, up to 12 times beyond 180 days |
Fees are paid automatically when the form is filed on the MCA portal.
Penalties on top
| Default | Company | Each officer in default |
|---|---|---|
| Annual return not filed (section 92(5)) | ₹10,000 plus ₹100 a day, up to ₹2 lakh | ₹10,000 plus ₹100 a day, up to ₹50,000 |
| Financial statements not filed (section 137(3)) | ₹10,000 plus ₹100 a day, up to ₹2 lakh | ₹10,000 plus ₹100 a day, up to ₹50,000 |
| AGM not held (section 99) | Up to ₹1 lakh, plus ₹5,000 a day while it continues | Same |
Small companies, OPCs and start-ups pay half these penalties, up to the specified caps (section 446B). Penalties are imposed by the Registrar as the adjudicating officer (section 454).
Disqualification of directors
If a company does not file its financial statements or annual returns for three continuous financial years, every director is disqualified for five years (section 164(2)). They cannot be reappointed in that company or appointed in any other. Their DINs may be marked accordingly.
Clearing a backlog
- Gather the records: audited accounts for each year (get any missing audits done), minutes and registers.
- Hold the missed AGMs to adopt the accounts, even late.
- File in order, oldest year first: AOC-4, then MGT-7, for each year.
- Regularise other defaults: missing ADT-1, DIR-12 or charge filings.
- Compounding or adjudication: apply for compounding of compoundable offences, or respond to adjudication notices, to close the defaults.
- If the company has no business, consider dormant status or strike-off instead.
Amnesty schemes
MCA has from time to time run schemes that waive most of the additional fees. The most recent, the Companies Compliance Facilitation Scheme, 2026, waived 90% of the additional fees on pending annual filings and closed in mid-2026. Check the MCA portal for any scheme open now before you file a large backlog.
Legal basis
- Sections 92(5), 99, 137(3), 164(2), 403 and 454, Companies Act, 2013
- Companies (Registration Offices and Fees) Rules, 2014
Official sources
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