ROC · Annual Filing · MGT-7A · AOC-4 · DIR-3 KYC · s.92 Companies Act 2013
Your company missed its ROC filing. The fine started on the due date, and it is compounding.
Every private limited company has annual obligations to the Registrar of Companies. Missing them is not a warning — it is a fine running from the day the deadline passed.
The four issues
Where this area actually goes wrong.
Each of the four pillars below is statute-cited — the section, the form, and the consequence. No vague claims.
Annual return — MGT-7 / MGT-7A
Every private limited company files its annual return — Form MGT-7, or MGT-7A for small companies — within 60 days of the AGM under s.92 of the Companies Act 2013. The AGM itself must be held within 6 months of the financial year end (s.96). MGT-7 records shareholding, directors, and company particulars as of the year end. Late filing runs a late fee of ₹100 per day from the due date under s.403 — with no ceiling. A small company means paid-up capital of up to ₹4 crore AND turnover up to ₹40 crore (as amended by Finance Act 2023).
Small company: paid-up capital ≤ ₹4 crore AND turnover ≤ ₹40 crore (FA 2023)
Financial statements — AOC-4 / AOC-4 XBRL
Form AOC-4 files the audited balance sheet, profit and loss, the auditor’s report and the directors’ report within 30 days of the AGM under s.137. The late fee is again ₹100 per day under s.403. Listed companies and companies above prescribed thresholds must file in XBRL format (AOC-4 XBRL). For the first financial year there is no AGM yet: the first financial year may run up to 18 months (s.2(41)), the first AGM must be held within 9 months of its close (s.96(1)), and AOC-4 follows within 30 days of that first AGM.
First financial year: first AGM within 9 months of its close (s.96(1)), AOC-4 within 30 days of it
DIR-3 KYC and DIN compliance
Every DIN holder must keep their director KYC current. Since the Companies (Appointment and Qualification of Directors) Amendment Rules 2025 (in force 31 March 2026), DIR-3 KYC is a triennial intimation due 30 June of the relevant year — directors whose KYC is current are next due 30 June 2028. Miss it and the DIN is deactivated: no ROC form can be signed until KYC is filed, with an additional fee of ₹5,000 on late or re-activation filings. Separately, changes in the board are filed in Form DIR-12 within 30 days of appointment or resignation. The disqualification trap is s.164(2): being a director of a company that missed 3 consecutive years of filings disqualifies you from every board in India for 5 years.
Disqualification under s.164(2): director of a company that missed 3 consecutive years of filing is disqualified for 5 years across ALL companies
Strike-off risk and revival
A company that fails to file its returns for 2 consecutive financial years is served a notice under s.248 and risks being struck off the register. Revival after strike-off requires an NCLT order under s.252 — an expensive, time-consuming restoration process, and until it happens the company cannot operate, sign, or hold assets in its name. A company with no transactions can avoid the trap proactively by filing Form MSC-1 for dormant status under s.455, which comes with lighter annual filings. Once struck off, the name is gone — reincorporation means a new name, new PAN, and new bank accounts.
Once struck off, the company name is gone — reincorporation needs a new name, new PAN, new bank accounts
The honest angle
What the fine actually is
The quoted fee of ₹100 per day sounds small. The arithmetic of a multi-year backlog, combined with deactivated DINs and director disqualification, is what makes ROC defaults expensive in a way founders rarely anticipate.
The ₹100/day fee has no ceiling
s.403 additional fees accumulate from the due date with no cap. A 3-year backlog across MGT-7, AOC-4 and DIR-12 forms can easily reach ₹1 lakh+ before you start.
DIR-3 KYC deactivation blocks everything
One missed KYC and the DIN is deactivated — no director can sign any ROC form for any company until KYC is filed and the DIN is re-activated.
s.164(2) disqualification is contagious
The disqualification for 3 consecutive years of non-filing applies to the director personally, across ALL companies simultaneously — including the healthy ones.
Strike-off can proceed without direct notice
Under s.248 the ROC publishes the strike-off notice in the Official Gazette and newspapers; if the registered address is stale, the company may simply never see it.
Our engagement
Five tracks for a clean ROC position.
Annual ROC filing package
MGT-7A / MGT-7, AOC-4, DIR-3 KYC and the audit coordination behind them — filed inside the statutory windows with the late fee never starting.
Annual
Backlog clearance
Multi-year MGT-7/AOC-4 arrears filed with additional fees computed upfront, plus condonation of delay where applicable, before strike-off risk crystallises.
One-time
Director appointment / resignation
DIR-12 within the 30-day window, consent forms, and the DIN-KYC position of every incoming and outgoing director checked before filing.
Per change
Company closure / strike-off filing
Voluntary strike-off under s.248(2) where the company is dormant, or revival under s.252 where it was already struck off.
One-time
XBRL filing for threshold companies
AOC-4 XBRL tagging for companies above the prescribed thresholds — done with the mapping maintained so next year is faster.
Annual
FAQs
Five questions founders ask about ROC filings.
We didn’t hold an AGM this year. What’s the penalty?
Section 99 of the Companies Act 2013 fixes the penalty for default in holding the AGM under s.96: the company is liable to a fine up to ₹1,00,000, and every officer of the company who is in default to a further fine up to ₹50,000. The practical sequence before that point: the Registrar can extend the AGM by up to 3 months under the proviso to s.96(1) on application, and holding the AGM (even late) then resets the 60-day clock for MGT-7 and the 30-day clock for AOC-4. If the year is already past, hold the AGM now, file within the windows that follow, and prepare to defend the s.99 exposure with the explanation.
My DIN says deactivated. Can I still be a director?
No new appointments, and no new filings signed by you, until the DIN is re-activated. A deactivated DIN cannot sign any MCA e-form — which means the company’s AOC-4, MGT-7 and DIR-12 are all blocked in your name. The fix is the DIR-3 KYC form (now triennial under the Amendment Rules 2025 — a re-activation filing attracts an additional fee of ₹5,000 under the Fees Rules). File the KYC, get the DIN re-activated, and then proceed with the pending filings. The deactivation travels with the DIN across every company you are a director of.
We haven’t filed MGT-7 for 3 years. Can we still file, or are we struck off?
File now — before the strike-off notice arrives. The ROC issues a s.248 notice only after 2 consecutive years of non-filing, and the Gazette/newspaper publication route can mean you never see it. Filing immediately with the ₹100-per-day additional fees under s.403 — plus a condonation application under s.460 where the delay needs formal cover — is the standard path, and it resets the default counter. The longer you wait, the closer the company gets to a notice it cannot respond to, and once struck off, revival is an NCLT application under s.252 with no guarantee of success.
What is the difference between a small company and a private limited company for ROC purposes?
Same legal form — a small company IS a private limited company (or OPC) — but different filing requirements. A small company (paid-up capital up to ₹4 crore AND turnover up to ₹40 crore, per the Finance Act 2023 amendment) files the simpler MGT-7A annual return instead of MGT-7, and is not required to file financial statements in XBRL. It also gets lighter audit-related concessions. The line is conjunctive: cross either the capital or the turnover ceiling and the company ceases to be small and must file the fuller forms from that year.
Do OPCs (One Person Companies) file MGT-7?
OPCs file MGT-7A, and on a different clock: within 60 days of the end of the financial year, because an OPC is not required to hold an AGM (the proviso to s.96(1) exempts OPCs). The annual return deadline is therefore tied to the financial year end rather than to a meeting date. AOC-4 still follows the 30-day window — for an OPC without an AGM, from the date the accounts are approved by the sole member, and the first financial year follows the same s.2(41)/s.96(1) rules as any other company.
ROC compliance review
Book an ROC compliance review — annual or backlog clearance.
Bring your incorporation certificate and your last filed form (or the notice you received). We map every pending filing, quote the additional fees accurately, and file before the next deadline starts the clock again.
Book an ROC compliance review