Annual ROC Compliance and Penalties for Default

What annual ROC filings does a private company have to make?

Every company, however small and however inactive, has the same core annual cycle. Its accounts must be audited, approved by the board and adopted at an annual general meeting. Within 30 days of that AGM, it files its financial statements with the Registrar of Companies in Form AOC-4. Within 60 days of the AGM, it files its annual return in Form MGT-7, or the shorter MGT-7A if it is a small company or a one person company. These filings are made on the MCA21 portal of the Ministry of Corporate Affairs.

Around that core sit other periodic filings. Directors file their KYC in Form DIR-3 KYC. Most companies file Form DPT-3, the annual return of deposits and of money received that is not treated as a deposit, by 30 June. Companies that owe money to micro or small enterprises for more than 45 days file Form MSME-1 every half year. When a company appoints or reappoints its auditor at an AGM, it files Form ADT-1 within 15 days.

These are separate from income tax and GST returns, which go to different departments under different laws. A company can be fully up to date on GST and years behind at the ROC, and the reverse. Many small companies only discover the ROC gap when a bank, investor or government tender asks for a master data printout and it shows the last filing was in 2021.

Annual ROC compliance calendar for a private company

This assumes a financial year ending 31 March and an AGM held on the last permitted day. If you hold the AGM earlier, the AOC-4 and MGT-7 deadlines move earlier too.

The AGM and the 30 September deadline

Section 96 requires every company other than a one person company to hold an annual general meeting within six months of the end of the financial year, with no more than 15 months between two AGMs. For a 31 March year end, that means 30 September. The first AGM can be held within nine months of the end of the first financial year. The Registrar can extend the time for any AGM other than the first by up to three months, on an application made before the deadline, for special reasons.

A company cannot hold a valid AGM without audited accounts, so the real deadline is the audit. In a small private company, the practical sequence is: books closed and audit completed by August, a board meeting to approve the accounts and the board's report, notice of the AGM to members (21 clear days, or shorter notice with consent), and the meeting itself. Many family companies hold the AGM on paper with minutes signed by the shareholders who are also the directors. That is fine if the minutes and the attendance actually reflect what happened.

Failing to hold an AGM is still an offence under section 99, punishable with a fine of up to ₹1 lakh, with a further fine of up to ₹5,000 a day while the default continues, on the company and every officer in default. A member can also apply to the tribunal under section 97 to call the meeting. In practice, the ROC more often acts on the missing AOC-4 and MGT-7 than on the missing meeting, but the two go together.

Financial statements in Form AOC-4

Section 137 requires a copy of the financial statements adopted at the AGM, with the board's report, the auditor's report and other attachments, to be filed with the ROC within 30 days of the AGM. If the AGM was not held, the statements must still be filed within 30 days of the last date on which it should have been held. If they were not adopted at the AGM, the unadopted statements are filed within 30 days and the adopted ones within 30 days of the adjourned meeting. A one person company files within 180 days of the end of the financial year.

The form is not a formality. The board's report under section 134 must contain the statements the Act requires, the auditor must be properly appointed, and the financial statements must be signed by the persons section 134 names. Companies above certain thresholds file in XBRL format, and companies with subsidiaries file consolidated statements as well. A filing with the wrong attachments, or unsigned statements, can be marked defective, and the ROC has imposed penalties for incomplete disclosures as well as for late filing.

Small companies get some relief. They can prepare an abridged board's report, are exempt from the cash flow statement, and their auditors need not report under CARO. The definition of small company was widened from 1 December 2025: a private company with paid-up capital of not more than ₹10 crore and turnover of not more than ₹100 crore in the previous year, subject to the exclusions in section 2(85), such as holding and subsidiary companies.

The annual return in Form MGT-7 or MGT-7A

The annual return under section 92 is a snapshot of the company as at the end of the financial year: registered office, principal business, shareholding pattern and changes in it, directors and key managerial personnel, meetings held, remuneration and penalties. It must be filed within 60 days of the AGM, or of the date on which the AGM should have been held. One person companies and small companies file the abridged Form MGT-7A.

The return is signed by a director and, where the company has one, its company secretary. For larger companies, a practising company secretary must also certify the return in Form MGT-8. The company must place a copy of the return on its website, if it has one, with the web link mentioned in the board's report.

The annual return is where disputes between shareholders often surface. A shareholding pattern that does not match the share certificates and register of members, or directors shown who were never validly appointed, can become evidence in an oppression petition years later. If you are in a shareholder dispute, read the filed returns carefully; our post on shareholders' agreements covers how to prevent many of these disputes in the first place.

Director KYC, DPT-3 and MSME-1

Every individual holding a Director Identification Number must file KYC with the MCA. For several years this was an annual filing due by 30 September. Under amended rules in force from 31 March 2026, it is now required once every three financial years, by 30 June, and afresh within 30 days whenever the director's mobile number, email or residential address changes. If KYC is not filed in time, the DIN is marked deactivated, and the director cannot sign forms until KYC is filed with the late fee. Check the current cycle with your company secretary, because the first due dates under the new rules depend on when KYC was last filed.

Form DPT-3 is due by 30 June each year and is filed by almost every company, not only those that take deposits. It reports money received that is exempt from the definition of deposit, such as loans from directors, which most small private companies have. Its omission is one of the most common defaults found when a company's records are reviewed.

Form MSME-1 applies only to companies that buy from micro or small enterprises and have dues outstanding beyond 45 days. It is filed for each half year. The information in it can later support a supplier's claim before the MSME Facilitation Council, which is covered in our post on MSME delayed payment claims.

Board meetings, registers and minutes through the year

Annual compliance is not only forms. Section 173 requires at least four board meetings a year with not more than 120 days between two meetings; small companies, dormant companies and one person companies may hold one meeting in each half of the calendar year, at least 90 days apart. A one person company with only one director is exempt. Minutes must be prepared and signed within 30 days of each meeting.

Each director must disclose interests in other entities in Form MBP-1 at the first board meeting of every financial year, and confirm in Form DIR-8 that he or she is not disqualified. The company must keep statutory registers: members, directors and key managerial personnel, charges, contracts with related parties, loans and investments. These records are rarely asked for until there is a dispute, a due diligence or an inspection, and then they matter a great deal.

Since 1 April 2023, companies must also use accounting software that keeps an audit trail of every change, and auditors report on it. For a small company using spreadsheets or old software, this is a quiet compliance gap that shows up in the auditor's report.

The penalty provisions you should know

What happens if you file late: the fee and the penalty are separate

Late filing has two separate costs, and many directors know only about the first. The first is the additional fee, which the MCA system calculates and collects automatically when the form is finally filed. For AOC-4 and MGT-7, it is ₹100 a day per form, so a year's delay on both forms costs about ₹73,000 in additional fees alone. There is no cap, and the clock keeps running until the form is filed.

The second is the penalty under section 137 or section 92, imposed through adjudication. Paying the additional fee does not wipe out the penalty. The ROC can issue a show cause notice for the original default even after the form has been filed late. Each year's missed filing is a separate default with its own maximum, so three years of missed AOC-4 and MGT-7 filings can mean six separate penalties on the company and six on each director in default.

Directors are often surprised that the penalty falls on them personally. It does. Under section 137(3), where there is no managing director or CFO, the directors charged with the duty, or all the directors, are liable. A director who resigned years ago may still face a notice for defaults during his tenure. Our post on resigning or removing a director explains how to make sure a resignation is properly recorded with the ROC.

How the ROC imposes penalties and how to respond

Penalties for these defaults are now imposed in-house by the ROC as adjudicating officer under section 454, rather than through a criminal court. The process starts with a show cause notice naming the company and the officers in default and the provision breached. You can reply in writing and ask for a hearing, which is often held online. After considering the reply, the adjudicating officer passes an order fixing the penalty for each person.

A good reply deals with facts, not sympathy. It sets out the dates of the defaults and the dates the forms were actually filed, whether the company qualifies for the lesser penalties under section 446B, whether any person named was not an officer in default at the time, and any genuine reason for delay. It points out errors in calculation, which are not rare. It does not argue that the company was inactive or unaware of the law, because neither is a defence.

If the order is wrong, appeal to the Regional Director within 60 days of receiving it, with the grounds and the penalty order attached. If you accept the order, pay the penalty through the MCA portal within the time given. Not paying within 90 days converts the matter into an offence under section 454(8), with a fine for the company and possible imprisonment or fine for officers, which is far worse than the original default.

Director disqualification after three years of non-filing

If a company does not file its financial statements or annual returns for any continuous period of three financial years, every person who is a director of it becomes disqualified under section 164(2)(a). A disqualified director cannot be reappointed in that company or appointed to any other company for five years from the date of the default. The MCA marks the DIN accordingly, and the director cannot sign or be appointed through the portal.

The disqualification spreads. Under section 167, a director who incurs a disqualification vacates office in other companies too, though since an amendment in force from 2018 not in the defaulting company itself, so that someone remains to bring it back into compliance. A director of a dormant family company can therefore find himself removed from the board of his operating company. Banks also check for disqualified directors when sanctioning loans.

Getting the filings done does not automatically lift a disqualification that has already arisen, and the five years run from the default. In practice, the remedies depend on the facts: whether the disqualification was applied from the right date, whether the director was actually in office during the three years, and whether the filings have now been completed. High Courts have heard writ petitions against mechanical disqualification, and outcomes have varied. Take advice on your own dates before filing anything.

Strike-off by the ROC and restoration through the NCLT

When a company stops filing, the ROC may treat it as not carrying on business and begin strike-off under section 248. It issues a notice to the company and its directors, with 30 days to object, and publishes a public notice. If no adequate reply is received, the company's name is struck off and the company is dissolved on publication in the Official Gazette. A struck-off company cannot operate its bank accounts normally, enforce contracts or defend itself in its own name, and section 248(7) keeps the liability of directors and officers alive as if the company had not been dissolved.

Restoration is possible through the National Company Law Tribunal. A company aggrieved by the ROC's order can appeal under section 252(1) within three years of the order. The company, a member, a creditor or a workman can apply under section 252(3) at any time within 20 years of the publication of the strike-off. The tribunal restores the company if it was carrying on business or it is otherwise just to do so, usually on condition that all pending filings are completed with fees and penalties and that costs are paid.

A restoration petition needs evidence that the company was alive: bank statements, GST returns, income tax returns, invoices, property records or ongoing litigation. Companies that had genuinely stopped business have a harder case unless a creditor, investor or pending property matter makes restoration just. For how matters are run before the New Delhi benches, see our page on the NCLT in Delhi.

Lesser penalties for small companies, OPCs and start-ups

Section 446B caps penalties for one person companies, small companies, recognised start-ups and producer companies, and their officers, at half the penalty otherwise specified, with an overall maximum of ₹2 lakh for the company and ₹1 lakh for an officer. Since the small company limits were raised on 1 December 2025 to ₹10 crore of paid-up capital and ₹100 crore of turnover, most owner-run private companies now qualify. Check eligibility as at the relevant year; a holding or subsidiary company is excluded whatever its size.

Raise section 446B in your reply to a show cause notice. Adjudicating officers usually apply it when it is pointed out, but it is not always applied unprompted. The relief does not reduce the additional fee charged when filing late, which is a fee, not a penalty.

Further change may be on the way. The Corporate Laws (Amendment) Bill 2026, introduced in the Lok Sabha in March 2026 and examined by a Joint Parliamentary Committee, proposes raising the small company limits further and moving more defaults from criminal offences to civil penalties. It had not become law when this post was written; check its status before relying on it.

How to catch up on years of missed ROC filings

When a company with years of missed filings comes to Advocate B.K. Singh, the first question is not the fees but whether the ROC has already issued a strike-off notice or a penalty notice, because that decides the order in which everything else is done.

1. Pull the company's master data and notices

   Download the master data and filing history from the MCA portal and check the company's status: active, under process of strike-off, or struck off. Collect any notices received at the registered office or by email, including show cause notices and strike-off notices.

2. Check directors' status

   Check whether any director's DIN is deactivated for KYC or marked disqualified. A director with a deactivated DIN cannot sign forms until the KYC is filed, which can hold up everything else.

3. Complete the accounts and audits year by year

   Each missing year needs books, an audit by a properly appointed auditor, board approval and an AGM or, if the time has passed, the filings permitted for a meeting not held. Start with the oldest year. If an auditor was never appointed or has left, regularise that first.

4. File in sequence and pay the additional fees

   File AOC-4 and MGT-7 or MGT-7A for each year in order, with ADT-1 where needed, DPT-3 and any other missing forms. The additional fees are paid at the time of filing and should be budgeted in advance.

5. Respond to adjudication properly

   If show cause notices arrive, reply within time, claim section 446B where eligible, correct any wrong dates or names, and attend the hearing. Pay penalties within the time allowed, or appeal to the Regional Director within 60 days.

6. Decide whether the company should continue

   If the company has no business and no future use, consider applying for dormant status under section 455 or for voluntary strike-off once filings are complete, instead of paying for compliance every year indefinitely.

What you need ready for the annual filing

LLPs: Form 11, Form 8 and the cost of delay

A limited liability partnership has a lighter but still strict cycle. It files its annual return in Form 11 within 60 days of the end of the financial year, so by 30 May. It files its statement of account and solvency in Form 8 within 30 days of the end of six months of the financial year, so by 30 October. LLPs with turnover above ₹40 lakh or contribution above ₹25 lakh must have their accounts audited; smaller LLPs need not, unless the partnership agreement requires it.

Late filing of Form 11 or Form 8 attracts an additional fee of ₹100 a day per form, with no cap, which is why LLPs that stopped filing years ago face large bills when they try to catch up. The LLP Act also provides for penalties on the LLP and its designated partners under sections 34 and 35, imposed through adjudication. Designated partners hold DINs, and the same KYC requirements apply to them.

An LLP that has stopped business can apply to be struck off once it has filed its pending returns, and the Registrar can strike off LLPs that have not carried on business for two years. As with companies, a struck-off LLP can be restored through the tribunal, but that is slower and more expensive than keeping the filings current.

Mistakes that turn a small default into a large one

• Assuming an inactive company has nothing to file. Zero turnover does not mean zero compliance. Audits, the AGM, AOC-4 and MGT-7 are due every year until the company is closed.
• Ignoring emails at the registered email address. ROC notices go to the registered office and the company's registered email. An address nobody checks is an address that misses deadlines.
• Treating the additional fee as the end of it. Penalties under sections 137 and 92 are separate and can follow even after late filing.
• Resigning without a filed DIR-12. A director whose resignation was never recorded with the ROC remains exposed to defaults and disqualification.
• Letting the third year pass. Two years of missed filings are expensive. The third continuous year triggers director disqualification.
• Not claiming section 446B. Eligible companies should ask for the lesser penalty in their reply.
• Missing the 60-day appeal. A wrong penalty order becomes final if not appealed to the Regional Director in time.

Should you keep the company, make it dormant or close it?

Many companies that fall behind are not really running. A company formed for a project that never started, or kept alive for a property that has since been sold, costs an audit and filing fees every year and carries a standing risk of penalties and disqualification. If there is no business and no plan, closing it is often cheaper over three years than keeping it.

Section 455 allows a company formed for a future project, or holding an asset, or that has had no significant accounting transaction for two years, to apply for dormant status in Form MSC-1. A dormant company has a lighter compliance load for up to five years. Alternatively, once all filings are current and liabilities settled, the company can apply for voluntary strike-off in Form STK-2. From time to time the MCA has run schemes that reduce additional fees for companies catching up or closing; the most recent, the Companies Compliance Facilitation Scheme 2026, charged only 10% of the additional fees and closed on 15 September 2026 after two extensions. Do not plan around a future scheme, but check whether one is open before you file.

If the company is in genuine financial difficulty rather than simply inactive, the route may be different again, and our page on bankruptcy and insolvency advice covers the options.

What to do this week

• Download your company's master data and filing history from the MCA portal
• Check the company status and every director's DIN status
• Check the registered email and office for ROC notices
• List every year for which AOC-4 or MGT-7 is missing
• Confirm the auditor's appointment is valid and on record
• Diarise 30 September (AGM), 30 October (AOC-4), 29 November (MGT-7) and 30 June (DPT-3)
• For an LLP, diarise 30 May (Form 11) and 30 October (Form 8)
• If a show cause or strike-off notice has arrived, note the reply date and act before it
• Decide whether the company should continue, go dormant or close

When to bring in an advocate

Routine annual filing is accounting and secretarial work. You need an advocate when the default has turned into proceedings: an adjudication notice with large penalties, an appeal to the Regional Director, a disqualification that has cost a director his position elsewhere, a strike-off notice, or a petition to restore a struck-off company before the NCLT. In those situations the order of steps and the evidence matter more than the forms. Our page on corporate law matters in Delhi explains how we work with clients' accountants on these.

If you would like the company's position read before you file anything, the team of Advocate B.K. Singh at B.K. Singh & Associates can look at the master data and notices and tell you the deadlines and the order of work. You can send the details through our online enquiry page.