What Happens If a Company Does Not File ROC Returns? Penalties, Director Disqualification and Remedies
Missed AOC-4 or MGT-7? Penalties, additional fees, director disqualification and strike-off risk explained for companies in Hyderabad, Kondapur and Gachibowli.
A founder in Kondapur tries to appoint a new director and the MCA portal rejects the filing. The reason is two years of unfiled annual returns that nobody tracked after the first year of business.
Short answer: if a company does not file its ROC returns, it pays additional fees for every day of delay, faces penalties under sections 92 and 137 of the Companies Act, 2013, and after three continuous years of default its directors can be disqualified for five years. Prolonged inactivity can also lead the Registrar to strike the company off.
Which ROC returns are we talking about?
| Return | Form | Due date |
|---|---|---|
| Financial statements (section 137) | AOC-4 | Within 30 days of the annual general meeting (AGM) |
| Annual return (section 92) | MGT-7 / MGT-7A | Within 60 days of the AGM |
Additional fees: the meter keeps running
A late form can still be filed, but MCA charges additional fees on top of the normal filing fee for each day of delay, on each pending form. For a company with several years pending, this often becomes the largest cost.
Penalties under sections 92 and 137
After the Companies (Amendment) Act, 2020, both sections carry civil penalties rather than criminal fines.
| Default | Company | Officers in default |
|---|---|---|
| Annual return not filed, section 92(5) | Rs 10,000 plus Rs 100 per day, up to Rs 2 lakh | Rs 10,000 plus Rs 100 per day, up to Rs 50,000 |
| Financial statements not filed, section 137(3) | Rs 10,000 plus Rs 100 per day, up to Rs 2 lakh | Managing Director and CFO (or the responsible directors): Rs 10,000 plus Rs 100 per day, up to Rs 50,000 |
Under the proviso to section 454(3), no penalty is imposed for these defaults if the company files before, or within 30 days of, the adjudicating officer’s notice. Additional fees still apply.
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Director disqualification under section 164(2)
If a company has not filed financial statements or annual returns for any continuous period of three financial years, every person who is or was a director of that company cannot be reappointed to it or appointed to any other company for five years. MCA marks the Director Identification Number (DIN) as disqualified, which blocks the director from signing forms for any company.
How section 167(1)(a), which deals with vacating office, applies to a disqualified director’s other directorships, and from which date the five years run, have been debated and litigated. Directors facing this should take advice on their specific facts.
Strike-off by the Registrar
Under section 248, the Registrar can strike a company off if it has not carried on any business or operation for the two immediately preceding financial years and has not applied for dormant status. Long periods without filings often lead to this process. A struck-off company can apply to the National Company Law Tribunal (NCLT) for restoration under section 252, within the time limits in that section.
Remedies if returns are pending
- File the overdue returns with additional fees, oldest year first, so the record is complete.
- Check DIN status of every director on the MCA portal before planning any appointment.
- Watch for relief schemes. MCA ran the Companies Compliance Facilitation Scheme, 2026, which reduced additional fees for pending annual filings until 31 August 2026. Check MCA for any scheme open today.
- Respond to notices on time, since filing within 30 days of an adjudication notice can avoid penalty.
- Consider restoration or dormancy where the company has been struck off or has no operations.
For a broader list of company defaults, read common non-compliances for private limited companies and our annual compliance calendar for Hyderabad founders.
Why work with ComplianceKart
ComplianceKart is a boutique practice bringing Chartered Accountants, Company Secretaries and advocates under one roof. Company law, tax and regulatory filings overlap, and a gap in one shows up as a problem in another. Think of a multi-speciality hospital: the right specialists look at your case together, so you are not running between clinics. We work with founders and businesses across Hyderabad, including Hitech City, Gachibowli and Kondapur.
Frequently asked questions
Can I file AOC-4 and MGT-7 late?
Yes. Late forms can be filed with additional fees for each day of delay, and penalties may also apply.
When are directors disqualified?
When the company has not filed financial statements or annual returns for any continuous period of three financial years. The bar lasts five years.
Does filing late remove the penalty?
Filing before, or within 30 days of, the adjudicating officer’s notice avoids penalty under sections 92 and 137. Additional fees still apply.
Can a struck-off company be revived?
Yes, by applying to the NCLT under section 252, within the time limits set out there.
Is my DIN blocked for all companies?
A disqualified DIN is flagged on the MCA portal, which stops the director signing filings for any company.
General information as of October 2026, not legal advice.
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