Common Non-Compliances for Private Limited Companies: Penalties and Examples

Last reviewed: 9 October 2026. Law in force as on that date.

Private limited company non-compliance rarely starts with anything dishonest. A missed filing with the Registrar of Companies (ROC) is enough. The late fee starts the next day and never stops growing, a director’s DIN can be deactivated, and after three years of silence the directors can be disqualified for five years.

The short answer: the most common non-compliances of a Private Limited Company are late AOC-4 and MGT-7 filings, an AGM not held on time, too few board meetings, a missed director KYC (DIR-3 KYC), INC-20A not filed after incorporation, and MSME-1 not filed. Under the Companies Act, 2013, each carries a late fee, a penalty, or both. The table below puts the law, the amount and a practical example side by side.

Private limited company non-compliance penalties: the ready reckoner

Every Private Limited Company must file its financial statements and annual return, whatever its turnover. Those two filings account for most of the penalty exposure. Every private limited company non-compliance listed below has its own section and amount. Amounts are statutory maximums under the Companies Act, 2013 (as amended) and the Rules in force.

Other ROC forms, such as INC-22, ADT-1, DPT-3 and PAS-3, carry additional fees that are a multiple of the normal filing fee, rising with the delay. Since 1 July 2022 the multiple rises with the delay, up to 12 times the normal fee for delays beyond 180 days, and a higher fee applies to repeat delays on INC-22 and PAS-3.

The annual calendar that decides everything

Most penalties above are triggered by one date: the AGM. Once it is held, AOC-4 is due in 30 days, MGT-7 in 60 days and ADT-1 (if an auditor is appointed) in 15 days. Hold the AGM late and every date behind it slips with it. For a company with a 31 March year-end, the usual cycle looks like this.

Due dates are sometimes extended by MCA circulars, so confirm each year. Our annual ROC compliance calendar for startups and the October 2026 compliance due dates are kept current.

Three worked examples

Example 1: AOC-4 and MGT-7 filed 120 days late

Assumptions: March year-end; AGM held on 30 September 2026; AOC-4 due 30 October 2026 and MGT-7 due 29 November 2026; both filed 120 days after their due dates; day count is approximate. Penalties are imposed through adjudication, so the figures show the maximum exposure.

The late fee is automatic and has no cap, so a delay of two years would cost ₹73,000 per form in late fees alone. The penalty is separate and is capped.

Example 2: A director who misses DIR-3 KYC

A director holding a DIN on 31 March 2026 must complete KYC by 30 September 2026. If the date is missed, the DIN shows as “Deactivated due to non-filing of DIR-3 KYC”. Until the director pays ₹5,000 and files the KYC, the DIN cannot be used on MCA filings, which can hold up any filing that needs that director’s signature.

Example 3: INC-20A filed after the 180 days

A company is incorporated on 1 February 2026. The 180 days end on 31 July 2026. If the declaration is filed on 31 October 2026, the delay is 92 days. The company faces ₹50,000, and each officer in default faces ₹1,000 × 92 = ₹92,000 (the cap is ₹1 lakh). If no declaration is filed at all, the ROC can also begin proceedings to remove the company’s name from the register.

How a small default snowballs

Penalties are only the first layer. The bigger risk is the chain that follows continuous default.

1. Late fees build up automatically on AOC-4 and MGT-7.
2. Penalty can be imposed on the company and its officers.
3. DIN deactivation follows a missed DIR-3 KYC.
4. Disqualification under section 164(2)(a): directors of a company that has not filed financial statements or annual returns for three continuous financial years are disqualified for five years from the date of default. The disqualified director cannot be re-appointed in that company or appointed in any other company during this period.
5. Strike-off under section 248: the ROC can remove a company’s name from the register after notice. Revival requires an application to the NCLT.

Relief for small companies, OPCs and start-ups

Section 446B provides lesser penalties for One Person Companies, small companies, start-up companies and producer companies. Where the Act prescribes a penalty, it is limited to half the specified amount, subject to a maximum of ₹2 lakh for the company and ₹1 lakh for an officer in default. A start-up here means a private company recognised as a start-up by DPIIT. This relief applies to penalties, not to the ₹100 per day additional fee levied on the filing, and it does not apply to the fines under section 99.

Beyond the Companies Act

ROC compliance is only one track. GST returns, TDS, income-tax returns, payroll dues and statutory registers carry their own late fees and interest, and those are not covered in the table above. Our guides on common compliance mistakes founders make and TDS a startup must deduct cover them. A director loan can also trigger a DPT-3 filing, which is easy to miss.

Why private limited company non-compliance slips in Hyderabad’s growing companies

For founders and finance heads in Hitech City, Gachibowli, Kondapur and the Financial District, the ROC calendar can easily end up with whoever has time in a fast-growing team. The usual failure is simple: the AGM is postponed, every date behind it slips, and the gap can surface only when a bank, investor or due-diligence team asks for a filing. A change of office is another common trigger. If you have moved within Hyderabad, see our guide on changing a registered office in Hyderabad.

A simple checklist to stay compliant

1. Fix the AGM date at the start of the financial year and work backwards from it.
2. Schedule four board meetings a year, with no gap of more than 120 days (small companies and OPCs have a lighter requirement).
3. File AOC-4 and MGT-7 before the deadline, even when the company has no turnover.
4. Ask every director to complete DIR-3 KYC before 30 September.
5. For a new company, file INC-20A within 180 days of incorporation: INC-20A filing in Hyderabad.
6. Review supplier ageing each half-year to check whether MSME-1 applies.

Why work with ComplianceKart

ComplianceKart is a boutique practice that brings Chartered Accountants, Company Secretaries and advocates under one roof. Think of a multi-speciality hospital: a patient does not have to chase separate clinics for the scan, the diagnosis and the procedure, because the specialists work from one file. Your ROC filings, tax returns and any notice that follows are handled the same way, by professionals who can see the whole picture. We prepare the annual calendar, track due dates, handle ROC filings and help with the position where a default has already happened.

Frequently asked questions

What is the penalty for not filing AOC-4 and MGT-7?

A late fee of ₹100 per day with no upper cap is charged when the form is filed. Separately, the company can be penalised ₹10,000 plus ₹100 per day, up to ₹2 lakh, and each officer in default up to ₹50,000, under sections 137(3) and 92(5).

Do I need to file AOC-4 and MGT-7 if my company had no business?

Yes. Sections 92 and 137 apply to every company, whatever its turnover or activity. A company with no revenue still files financial statements and an annual return.

Can the ROC strike off a Private Limited Company for non-filing?

Section 248 allows the ROC to begin strike-off proceedings after notice, including where a company has not commenced business or is not carrying on business. Continuous non-filing for three financial years separately disqualifies its directors under section 164(2)(a).

My director missed DIR-3 KYC. How is the DIN reactivated?

The director files DIR-3 KYC on the MCA portal with the ₹5,000 fee. The DIN stays deactivated until that is done.

Is there any relief for start-ups and small companies?

Section 446B limits penalties for OPCs, small companies, DPIIT-recognised start-ups and producer companies to half the amount specified, with a ceiling of ₹2 lakh for the company and ₹1 lakh for an officer. It does not reduce the additional fee charged on the form.

Can past defaults be regularised?

Pending forms can be filed on payment of the additional fee. The penalty for past defaults is a separate matter decided through adjudication, so the approach depends on how long the default has run and what has been filed. Take advice on the facts of your company before responding to any ROC notice.

Official sources

• Companies Act, 2013 as amended (India Code): sections 10A, 12, 92, 96, 99, 137, 164, 172, 173, 248, 405 and 446B.
• Ministry of Corporate Affairs: DIR-3 KYC FAQs.
• PRS: Corporate Laws (Amendment) Bill, 2026. This Bill has been introduced in Parliament and proposes changes to the Companies Act. The figures in this article reflect the law in force on 9 October 2026 and will be updated if it is enacted.

Need help with ROC compliance?

If your company has missed a filing, or you want a calendar that runs itself, talk to us about ROC filings in Hyderabad. Call or WhatsApp 9959536391 or write to team@compliancekart.com. Outcomes depend on the facts and the position on record, so we start with a review of what has been filed.

This article is for general information on the law as on 9 October 2026 and is not advice on any particular company’s facts.