ROC Compliance for Private Limited Company: What Being Late Costs in Rupees (FY 2025-26)

ROC Compliance | RegisCorp Team

The short answer: ROC compliance for private limited company filings in India means that every company must hold an AGM, appoint or confirm its auditor, and file its financial statements (AOC-4) and annual return (MGT-7, or MGT-7A for small companies) with the Registrar of Companies every year, even if it earned nothing. For a 31 March year end, the AGM was due on 30 September 2026. Each ROC late fee runs at ₹100 per day per form with no upper limit, and a company that skips three financial years in a row puts every director at risk of a five-year disqualification. Checked on 9 October 2026.

This post is written by RegisCorp Consultancy LLP, a digital-first legal and compliance firm in Kota, Rajasthan that works with companies across India. We built it around one question: what does a missed deadline cost in rupees, and at what point does the cost stop being money and start being personal?

Three things have changed in the last year, and many older guides have not caught up. Director KYC (DIR-3 KYC) is no longer annual for most directors. The "small company" limits were raised in December 2025. And the one-time amnesty, the Companies Compliance Facilitation Scheme, 2026, closed on 15 September 2026.

Key takeaways

• The four ROC dates for a 31 March year end: AGM by 30 September; ADT-1 within 15 days of the AGM; AOC-4 within 30 days of the AGM; MGT-7 or MGT-7A within 60 days of the AGM. If your AGM was on 30 September 2026, those fall on 15 October, 30 October and 29 November 2026.
• Late fees are a meter, not a fine. AOC-4 and MGT-7/MGT-7A attract ₹100 per day per form, uncapped. One month late on both forms costs about ₹6,000. A year late costs about ₹73,000 for the two forms together.
• Fee and penalty are different charges and they can stack. The additional fee is charged when you file. A separate penalty under Section 92(5) and Section 137(3) can follow through an adjudication order, on the company and on each officer in default.
• Zero turnover does not mean zero filings. An active company with no sales still needs an audit, an AGM, ADT-1 (when the auditor is appointed), AOC-4, MGT-7/MGT-7A and an income-tax return. Only formal dormant status, or a closure, changes that.
• Three missed financial years is the cliff. Under Section 164(2) the directors become ineligible to be directors in any company for five years, and their DINs are deactivated. Late fees you can pay. Disqualification you cannot simply pay off.
• The 2026 amnesty is over. CCFS-2026 let companies clear old AOC-4, MGT-7 and ADT-1 defaults by paying 10 percent of the additional fee. It closed on 15 September 2026, and we found no extension after that date.
• Income-tax dates moved. FY 2025-26 returns are still filed under the Income-tax Act, 1961. For audit cases including companies, the tax audit report is now due 21 October 2026 and the return 21 November 2026, as reported after CBDT's 28 September 2026 announcement.

The numbers at a glance

This table is for a company with a 31 March year end that held its AGM on the last permitted day, 30 September 2026. Move the AGM-linked dates if yours was earlier.

The filing fee for AOC-4, MGT-7/MGT-7A and ADT-1 depends on authorised share capital: ₹200 up to ₹1 lakh, ₹300 up to ₹5 lakh, ₹400 up to ₹25 lakh, ₹500 up to ₹1 crore and ₹600 above that. We took these slabs from secondary sources, because we could not open the MCA fee schedule directly. Check the amount on the portal before you pay.

What changed in 2025-26 that older guides get wrong

If you read a compliance article from 2024 or early 2025, five things in it may now be wrong.

DIR-3 KYC is now once every three years

The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, notified on 31 December 2025, replaced Rule 12A. As reported by TaxGuru and Mondaq, the rule took effect on 31 March 2026. KYC moved from every year (by 30 September) to once every third financial year (by 30 June). The old e-form DIR-3 KYC and the web version were merged into DIR-3 KYC Web. A change in mobile number, email address or residential address must be updated within 30 days of the change, whatever the cycle.

Commentators disagree on the next due date for directors who filed in 2025-26. Some read 30 June 2028, others 30 June 2029. TaxGuru's examples give 2028 for directors who completed KYC under the old system and 2029 for DINs allotted in FY 2025-26. Rather than rely on any article, open the MCA portal and read the due date against each director's DIN.

The small company limits doubled

Notification G.S.R. 880(E), dated 1 December 2025 and effective that day, raised the limits for a "small company" under Section 2(85). Paid-up capital can now be up to ₹10 crore, up from ₹4 crore. Turnover can be up to ₹100 crore, up from ₹40 crore, measured on the previous financial year's profit and loss account (Taxmann). Holding companies, subsidiary companies, Section 8 companies and companies governed by a special Act are excluded. Many more private companies can now use MGT-7A, hold two board meetings and skip the cash flow statement.

The amnesty has closed

The Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) was launched by General Circular No. 01/2026 dated 24 February 2026. It opened on 15 April 2026 and was extended twice: to 31 August 2026 by General Circular No. 03/2026 and to 15 September 2026 by General Circular No. 04/2026, according to India Briefing. It is not the same as the 2020 "Companies Fresh Start Scheme". Eligible companies paid the normal filing fee plus 10 percent of the additional fee on AOC-4, MGT-7/MGT-7A, ADT-1, FC-3 and FC-4. Filing before an adjudicating officer's notice, or within 30 days of it, also earned immunity from the Section 92 and 137 penalty. The fee for dormant status (MSC-1) was halved and the voluntary strike-off fee (STK-2) cut to 25 percent. Companies already facing final strike-off action were excluded. As of 9 October 2026 we found no report of a further extension.

The Income-tax Act, 2025 started on 1 April 2026, but not for these filings

The Income-tax Act, 2025 applies from tax year 2026-27 onwards. Income earned in FY 2025-26 (assessment year 2026-27) is still taxed and reported under the Income-tax Act, 1961, even though you file in late 2026. So the return and tax audit you file this autumn use the old section numbers. The new numbers matter from the next cycle. Examples given in secondary sources: the late filing fee in Section 234F becomes Section 428, the belated return in Section 139(4) becomes Section 263(4), the tax audit requirement in Section 44AB becomes Section 63, and TDS provisions move to Section 393.

A big companies-law Bill is pending, not law

The Corporate Laws (Amendment) Bill, 2026 was introduced in the Lok Sabha on 23 March 2026 and referred to a Joint Parliamentary Committee, which reported on 3 August 2026. PRS Legislative Research shows it as pending and not passed by either House when it was last updated on 8 October 2026. It proposes, among other things, raising the small company limits to ₹20 crore and ₹200 crore, and reducing board meetings for small, one-person and dormant companies to one a year. Secondary summaries also say it would shorten the disqualification trigger in Section 164(2) to two years. None of that applies today. Plan your 2026 filings under the current law.

ROC compliance for private limited company filings: the calendar, step by step

Through the year: board meetings, registers and minutes

A company that is not small, one-person or dormant must hold at least four board meetings a year, with no more than 120 days between two meetings. A small company, an OPC or a dormant company is treated as compliant with two meetings, one in each half of the calendar year, with at least 90 days between them (Section 173(5)).

Meetings need signed minutes. Keep the statutory registers at the registered office: members, directors and key managerial personnel, charges, contracts in which directors are interested, and loans and investments. None is filed on the portal, but your MGT-7 draws on them and investors ask to see them.

AGM: 30 September, with one narrow route to more time

Every company except an OPC must hold an annual general meeting within six months of the financial year end. For FY 2025-26 that was 30 September 2026. The first AGM may be held within nine months of the first year end. Gaps between AGMs cannot exceed 15 months. Notice is 21 clear days, or shorter if members holding at least 95 percent of the voting power agree (CalcGuru).

A company can apply to the Registrar for up to three months more, on Form GNL-1, before the deadline passes. This is not available for the first AGM. If you did not hold the AGM by 30 September and did not apply, the company is in default under Section 99: a penalty of up to ₹1 lakh on the company and each officer in default, plus up to ₹5,000 for every day the default continues. Unlike the AOC-4 and MGT-7 late fees, this is not charged automatically on a portal. It follows an adjudication order or a compounding application. The CCFS-2026 explicitly did not cover AGM default.

If you are in this position today, hold the AGM now. Every extra week widens the Section 99 exposure. Also remember that your AOC-4 clock does not wait for you. If the AGM is not held, the financial statements must be filed within 30 days of the last date by which the AGM should have been held, with a statement of facts and reasons, which in this case means 30 October 2026.

ADT-1: reporting the auditor

Every company needs a statutory auditor. A chartered accountant is appointed for a term of five years at an AGM, and the company must file Form ADT-1 within 15 days of the meeting where the appointment is made. You do not file ADT-1 every year. You file it at the first AGM of the term and again when the term ends or the auditor changes. The Board appoints the first auditor within 30 days of incorporation, and ADT-1 is due within 15 days of that Board meeting. One secondary source says the 2025 audit rules (effective 14 July 2025) made ADT-1 mandatory for the first auditor as well. We could not confirm that on the official portal.

If your auditor's five-year term ends at this AGM, or this is your first AGM, ADT-1 for an AGM held on 30 September 2026 is due on 15 October 2026. That is six days from today.

ADT-1 late fees follow the general slab in the fee rules, not the ₹100-a-day rule for AOC-4 and MGT-7. Based on the fee rules as amended in 2022, delay of up to 15 days costs one times the normal fee, 16 to 30 days two times, 31 to 60 days four times, 61 to 90 days six times, 91 to 180 days ten times, and anything beyond 180 days twelve times. One secondary source claims ₹100 a day for ADT-1. The two methods give very different totals for a long delay, and we show both in the worked example.

AOC-4: the financial statements

AOC-4 attaches your audited balance sheet, profit and loss account, the auditor's report and the board's report, in a form the public can pull from the MCA register. The due date is 30 days from the date of the AGM. If you held the AGM on 30 September 2026, the AOC-4 due date is 30 October 2026. The filing fee for AOC-4 depends on authorised capital, as set out above.

The late fee under the Companies (Registration Offices and Fees) Rules, 2014 is a flat ₹100 per day for every day after the due date, from 1 July 2018. It has no ceiling. Companies with consolidated accounts file AOC-4 CFS, and larger or listed companies file in XBRL. A typical small private company files the plain AOC-4.

The thing that stops AOC-4 from being filed on time is almost never the form. It is that the audit is not signed, or the board has not approved the accounts, or a director who must sign has an inactive DSC or a deactivated DIN.

MGT-7 due date and MGT-7A for small companies

The annual return records who owns and runs the company: registered office, shareholders, directors, key managerial personnel, board and general meetings held, and share transfers. It is due within 60 days of the AGM, which is 29 November 2026 for an AGM on 30 September 2026. The late fee is again ₹100 a day, uncapped.

Small companies and OPCs file the abridged form MGT-7A. For a small company, the annual return may be signed by the company secretary or, if there is none, by one director, and the form does not need a practising professional's certificate. The MGT-7 for a company that is not small has extra disclosure and, for larger companies, a certificate from a practising company secretary.

A company that was small last year may not be small this year. Check both tests every year: paid-up capital at the balance sheet date, and turnover from the previous year's profit and loss account.

DIR-3 KYC: what is actually due now

For most directors, nothing is due in October 2026. The rule now runs on a three-year cycle ending on 30 June, and events like a changed mobile number or address need a filing within 30 days. The ₹5,000 fee applies to reactivating a DIN that was deactivated, for instance because the director missed the old 30 September 2025 deadline and has not filed since. A deactivated DIN stops the director signing MCA forms with a DSC, which can freeze the company's own filings.

Everyone who holds a DIN is covered, including nominee directors, former directors who still hold a DIN and LLP designated partners. Resigning from the company does not remove the duty.

One guide updated in June 2026 still describes an annual 30 September filing. Most reports favour the three-year cycle. Verify each DIN on the portal before you tell anyone they are exempt.

DPT-3: the return of deposits and money received as loans

DPT-3 is filed by every company except a government company, to report deposits and money received that is not treated as a deposit, as at 31 March. For a private company that means director loans, certain loans from members, and some other amounts the rules exempt from being treated as deposits. The director loan must be accompanied by a written declaration from the director that the money is not borrowed from someone else, otherwise it is a deposit.

The due date is 30 June. For FY 2025-26, MCA gave a one-time relaxation under General Circular 02/2026 moving the date to 31 July 2026 with no additional fee, a relief tied to the fire at the MCA data centre on 5 June 2026 (as reported by CAclubindia). If you missed it, the late fee is a multiple of the normal fee, and a separate penalty can apply. Do not skip DPT-3 if any director loan is outstanding.

MSME-1: half-yearly return on payments to small suppliers

If any amount owed to a micro or small enterprise supplier has been outstanding for more than 45 days after acceptance of goods or services, you report it in MSME-1. There are two periods: April to September, due 31 October, and October to March, due 30 April. The penalty under Section 405 can be up to ₹25,000 for the company, with prosecution exposure for officers in default. Dues to medium enterprises are not reported. If nothing is outstanding past 45 days, there is nothing to file.

Income-tax return and tax audit

A company files ITR-6 every year, including when it has losses or no business. If your company needs a tax audit, the report is due one month before the return. After CBDT's announcement of 28 September 2026, the tax audit report date for audit cases moved from 30 September to 21 October 2026, and the return from 31 October to 21 November 2026. Abcaus reports this as CBDT Circular No. 07/2026, under Section 119 of the 1961 Act read with Section 536 of the 2025 Act. Other outlets covering the same news do not give a circular number and say a formal order would follow. Companies are described as covered because the extension applies to the serial number in the Explanation 2 table that includes them. Transfer pricing cases are not covered, and their date stays 30 November 2026.

If you miss the date, the late fee under Section 234F is ₹5,000 (₹1,000 if total income is up to ₹5 lakh), interest under Section 234A runs at 1 percent a month, and business losses cannot be carried forward if the return is late. A belated return can be filed until 31 December 2026. Failing to get a required tax audit, or to file the report, can attract a Section 271B penalty of 0.5 percent of turnover or ₹1,50,000, whichever is lower.

For tax years starting on or after 1 April 2026, one source reports a new fixed late fee of ₹75,000 for a tax audit report up to a month late and ₹1,50,000 beyond that, under Section 428(c) of the 2025 Act. That is for FY 2026-27, not the audit you file now. We could not confirm the Finance Act 2026 text on an official page.

For the return and the audit, see our business income tax return filing service. If you deduct TDS, quarterly returns have their own dates; see TDS return filing.

One-page calendar: October 2026 to March 2027

ROC late fees: the meter that runs every day

There are four different charges in the system, and people mix them up. Keep them apart.

1. The normal filing fee. You pay it for every form, on time or late.
2. The additional fee. A late charge the portal adds automatically when you file after the due date.
3. The penalty. A fine imposed by an adjudicating officer after a notice and a chance to reply. It is not automatic.
4. The consequences that are not money: strike-off, disqualification and DIN deactivation.

The additional fee

For AOC-4 and MGT-7/MGT-7A, the additional fee is a flat ₹100 for each day of delay, with no ceiling. It applies from filings due after 30 June 2018. Taxmann's analysis of CCFS-2026 states it as "Rs 100 per day, with no upper limit." It counts every calendar day, including Sundays and holidays. It is charged per form, so two overdue forms mean two meters running.

For other forms, such as ADT-1, DPT-3 and MSC-3, the additional fee is a multiple of the normal fee. We took the slabs from the Companies (Registration Offices and Fees) Rules as amended in 2022:

The multiple tops out at 12 times. For a ₹400 form that is ₹4,800, small next to the ₹100-a-day meter on AOC-4 and MGT-7.

We did not find any new late-fee slabs for 2026. The rates in force are the 2018 flat rate for Sections 92 and 137 and the 2022 multiples for other forms. The only 2026 change was the temporary amnesty, now closed.

The penalty: separate, and it adds up

Section 92(5) covers a defaulting annual return and Section 137(3) covers defaulting financial statements. Both work the same way. According to a TaxGuru summary of the provisions:

• The company is liable for ₹10,000 plus ₹100 for each day the failure continues, up to a maximum of ₹2 lakh.
• Each officer in default is liable for ₹10,000 plus ₹100 for each day, up to a maximum of ₹50,000. For financial statements, the officers are the managing director and CFO, or if there are none, the director the Board has charged with compliance, or if none, all the directors.

The same published summary describes one adjudication order, where a company was penalised ₹36,200 for AOC-4 (262 days of default) and ₹33,200 for MGT-7 (232 days), and each of five directors faced the same amounts. Both figures match the formula: ₹10,000 plus ₹100 times the days. We mention it as an illustration of how the maths looks in an order, not as a prediction for your company.

This is the rule that catches people: the additional fee and the penalty are separate. Paying the additional fee when you file does not cancel the penalty. Filing late does stop the penalty meter, but the amount already accrued remains open to adjudication. That is why the CCFS-2026 included a rule that if a company filed under the scheme before the adjudicating officer's notice, or within 30 days of it, no penalty would be imposed for that default. The scheme gave immunity from this penalty. With the scheme closed, the exposure is back.

Small companies, OPCs and start-ups pay half

Section 446B halves penalties for one-person companies, small companies, start-ups recognised under the DPIIT notification, and producer companies. The text says the penalty is one-half of what the provision specifies, with an upper limit of ₹2 lakh for the company and ₹1 lakh for an officer. So for a small company the Section 137(3) penalty is, in effect, ₹5,000 plus ₹50 a day. The additional fee is not halved. It stays at ₹100 a day for everyone. If you hold a DPIIT start-up recognition, see our Startup India registration page.

We found no order showing how an adjudicating officer applied Section 446B to a Section 137(3) penalty, so treat the halved figures below as our reading of the statute.

AGM default

Section 99 puts a penalty of up to ₹1 lakh on the company and each officer in default for not holding the AGM, plus up to ₹5,000 a day while the default continues. It is the single most expensive item on the page if left to run, because its daily rate is 50 times the ₹100 AOC-4 meter.

A simple late-fee calculator

For the two main forms, and any filing date:

• AOC-4 additional fee = ₹100 × (filing date minus the AOC-4 due date, in days)
• MGT-7 / MGT-7A additional fee = ₹100 × (filing date minus the MGT-7 due date, in days)
• Plus the normal filing fee for each form
• Penalty exposure, if the ROC adjudicates: company ₹10,000 + ₹100 × days (cap ₹2 lakh), each officer the same (cap ₹50,000); halve it for small companies

For FY 2025-26, with an AGM on 30 September 2026, AOC-4 is due 30 October 2026 and MGT-7A on 29 November 2026:

Normal filing fees come on top. The cost of one month's delay on both forms is about ₹6,000. The meter does not stop until you file.

Worked example: two companies, one on time, one 11 months late

We built this from stated assumptions. Both companies are small private limited companies with two directors, authorised capital of ₹10 lakh and a 31 March year end. At that capital, the normal fee for each of AOC-4, MGT-7A and ADT-1 is ₹400. Both appoint their auditor for a five-year term at this AGM, so ADT-1 is needed. Both have a clean audit and nothing unusual.

We leave out professional fees, audit fees and the cost of your own time. They are the same in both scenarios. Only government charges differ.

Company A files on time (FY 2025-26)

The AGM is held on 30 September 2026.

Government cost: ₹1,200.

Company B files about 11 months late (FY 2024-25 filings)

We use the previous cycle, so the delay is real and measurable. The AGM was held on time, on 30 September 2025. The due dates were ADT-1 on 15 October 2025, AOC-4 on 30 October 2025 and MGT-7A on 29 November 2025. The founders left everything to "later", and filed all three forms on 1 October 2026, after the CCFS-2026 window had closed.

Days late: ADT-1 351, AOC-4 336 and MGT-7A 306. That is between 10 and 11.5 months.

Certain government cost for Company B: ₹1,200 + ₹69,000 = ₹70,200. That is about 58 times Company A's ₹1,200.

If a source that treats ADT-1 as ₹100 a day is right, the ADT-1 additional fee would be ₹35,100 instead of ₹4,800, and the total would be ₹1,00,500. We could not settle this from an official document, so the table uses the multiple-of-fee reading.

Then the penalty, if the Registrar adjudicates

The additional fee is certain. The penalty is not. If an adjudicating officer issued an order, the penalties for AOC-4 and MGT-7 would be:

Each AOC-4 figure is ₹10,000 plus ₹100 × 336. Each MGT-7 figure is ₹10,000 plus ₹100 × 306. None of them reaches the caps of ₹2 lakh for the company or ₹50,000 for an officer. If both directors are named as officers in default, the exposure lands on them personally.

So for Company B:

• Certain: ₹70,200 in filing fees and additional fees
• Possible on top, at the halved small-company rate: ₹1,26,300 → total ₹1,96,500
• Possible on top, at the full rate: ₹2,52,600 → total ₹3,22,800

Compare Company A: ₹1,200.

What if Company B had acted two weeks earlier?

Had Company B filed on 15 September 2026, the last day of CCFS-2026, the days late would have been 335, 320 and 290. The additional fee on those would be ₹4,800 (ADT-1, 12 times), ₹32,000 (AOC-4) and ₹29,000 (MGT-7A), a total of ₹65,800. Under the scheme, it would have paid 10 percent: ₹6,580. Add the normal fees of ₹1,200 and the cost is ₹7,780, with immunity from the Section 92 and 137 penalty if filed before the adjudicating officer's notice or within 30 days of it. Without the scheme, the same filing date would have cost ₹67,000. The scheme saved about ₹59,000 on three forms. That is the price of the last two weeks.

The three-year backlog

Now take a different company, Company C, that went quiet after incorporating and filed nothing for FY 2022-23, 2023-24 and 2024-25. Assume it held (or should have held) AGMs on 30 September each year, and it clears the backlog on 1 October 2026. Counting AOC-4 and MGT-7A only:

That is before any ADT-1 late fees, normal fees, any penalty under Sections 92 and 137, and the professional work of preparing and auditing three years of statements. And by the time the backlog covers three years, the company has probably already triggered disqualification of its directors. At 10 percent, the same backlog under CCFS-2026 would have been about ₹41,180 in additional fees.

Zero turnover, no activity, or dormant: what you still file

This is the question we get most often. The answer is that the law asks about the company's existence, not its activity.

An active private limited company with no sales and almost no transactions must still:

• Hold board meetings and an AGM, with minutes.
• Have its accounts audited by a chartered accountant. We found no turnover threshold that removes the audit requirement for a company.
• File ADT-1 when an auditor is appointed or reappointed.
• File AOC-4 with nil or near-nil statements and the auditor's report.
• File MGT-7 or MGT-7A.
• File an income-tax return in Form ITR-6. A tax audit report is only needed if Section 44AB applies, which depends on turnover or receipts.
• File DIR-3 KYC Web when it falls due, and update contact details within 30 days of a change.
• File GST returns, nil if need be, if the company holds a GST registration. See GST compliance.
• File DPT-3 if it has any director loan or other reportable money outstanding at 31 March.
• Keep registers and, if a bank account exists, bookkeeping. For a quiet company, bookkeeping and accounting can be as light as bank charges and a nil sales ledger.

Audit and filing fees vary by auditor and city, so we do not quote a price.

Dormant status under Section 455

A company can apply to the Registrar for the status of a dormant company if it was formed for a future project or to hold an asset or intellectual property and has no significant accounting transaction, or if it has been inactive for the preceding two financial years. The application is Form MSC-1 and needs a special resolution or consent of members holding at least 75 percent of the paid-up capital (as summarised by Patron Accounting). Once granted:

• You file MSC-3 each year within 30 days of the financial year end (30 April for a 31 March year end), with audited accounts.
• You pay a prescribed annual fee.
• A dormant company is treated as compliant with two board meetings a year, one in each half, at least 90 days apart. It must have at least two directors if it is a private company and one if it is an OPC.
• Dormancy runs for a limited period. One source says five consecutive years, after which the Registrar starts strike-off proceedings. We could not confirm that on the official portal.
• To become active again, you file MSC-4.

Sources conflict on one important point: whether a dormant company still files AOC-4 and MGT-7. One compliance site says both are exempted and replaced by MSC-3. Another says MSC-3 does not replace them. We could not settle it from the official text. Until you have written confirmation from a company secretary, assume you file MSC-3 and keep AOC-4 and MGT-7A ready.

Dormant status is for companies you plan to use. If the company has no future, the cleaner route is a strike-off, covered in the revival section below.

The consequences ladder

Each rung below is more serious and harder to undo than the last.

Rung 1: the additional fee

Automatic, per day, uncapped for AOC-4 and MGT-7. You pay it when you file. Filing stops the meter, but what has accrued is not refundable.

Rung 2: penalty under Sections 92(5) and 137(3)

Imposed by an adjudicating officer after notice. Company and officers in default each face ₹10,000 plus ₹100 a day, subject to the caps above. Halved for small companies.

Rung 3: notice under Section 248

The Registrar can start removing a company's name from the register if it has not commenced business within one year of incorporation, or has carried on no business or operation for two immediately preceding financial years and has not applied for dormant status. The company and its directors get a notice and 30 days to respond. If there is no good reason, a public notice follows with another 30 days for objections, and then the name is struck off and the company is dissolved. Under Section 248(7) the liability of directors, officers and members continues as if the company were not dissolved.

One practical warning from a reported summary: once the Registrar issues the initial notice (STK-1) and the company does not respond, the company loses the option of filing a voluntary strike-off (STK-2). The first notice is the last cheap exit.

A struck-off company cannot operate its bank accounts, and banks freeze them when told.

Rung 4: 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 has been a director of that company is disqualified from being appointed as a director in any other company, and from being reappointed in that one, for five years from the date of the default. Reports say the DINs are deactivated by the Registrar. The disqualification follows the person, not the company. A director with a healthy company elsewhere can lose that seat because of a dormant shell they forgot about.

Acting as a director while disqualified is an offence under Section 167(2). One source puts the penalty at up to one year in prison and a fine of ₹1 lakh to ₹5 lakh.

The disqualification clock counts financial years in default, not months. A company that skipped FY 2023-24, FY 2024-25 and FY 2025-26 has three continuous years in default once the third year's filing is also overdue, and for FY 2025-26 that is after the 2026 due dates pass. One source says that filing even one overdue year breaks the chain, but we could not confirm how the Registrar counts this, so do not rely on it.

Rung 5: DIN deactivation

A DIN is deactivated either because of a missed KYC, which is cured by filing and paying ₹5,000, or because of a Section 164(2) disqualification, which is not. A deactivated DIN cannot be used to sign forms. A director who cannot sign AOC-4 can, ironically, cause the very default that leads to disqualification.

A decision framework: which track are you on?

Run these checks once a year, in this order.

1. Is the company dormant (granted by the ROC) or active? If dormant, you are on the MSC-3 track. If active, continue.
2. Is it an OPC? If yes, there is no AGM. You still file AOC-4 and MGT-7A. See the table below.
3. Is it a small company? Paid-up capital up to ₹10 crore and previous-year turnover up to ₹100 crore, and not a holding company, subsidiary, Section 8 company or special-Act company. If yes, you can use MGT-7A, hold two board meetings and skip the cash flow statement. If no, you use MGT-7 and four board meetings.
4. Is anything bigger needed? Consolidated accounts mean AOC-4 CFS. Larger companies may need XBRL.
5. Do you have loans from directors or members? If yes, DPT-3 is due.
6. Do you owe small suppliers beyond 45 days? If yes, MSME-1 is due.
7. Is a tax audit needed? If yes, add the tax audit report date.

Small company and OPC variations

The OPC dates come from a 2021 StudyCafe article and an IncorpX page that is internally inconsistent about the OPC annual return date, so confirm the MGT-7A date for an OPC with a professional. If you are choosing between structures, our comparison of private limited, LLP, OPC and partnership sets out the compliance load of each, and the OPC registration page explains the OPC route. LLP rules differ from company rules: an LLP has its own annual forms and its own late fees. See LLP compliance rather than applying anything in this post to an LLP.

If you are behind: a recovery sequence

Use this order. It puts the steps that stop the meter or protect the directors first.

1. List what is overdue, by form and by year. Pull the company's master data and filing history from the MCA portal. Do not rely on memory or on the last person who handled it.
2. Check every director's DIN status. A deactivated DIN blocks the DSC. Clear it first, at ₹5,000 per DIN, or you cannot sign the forms that stop the default.
3. Count the consecutive years. If you are at two missed years, the third is the one that costs you your board seats. Prioritise the oldest default you can still cure and make sure the count does not reach three.
4. Hold the missing AGMs and adopt the accounts. Each overdue year needs audited statements adopted at a meeting. The CCFS-2026 guidance was clear that AGM default was not covered and that past AGMs still had to be held.
5. File the oldest year first, then the next, each with AOC-4, MGT-7/MGT-7A and, if due, ADT-1.
6. Respond to any notice within 30 days. An adjudication notice or a Section 248 notice has a response window. Missing it is worse than the underlying default.
7. Then fix the future. Put the dates in a calendar with one named owner.

When you have to choose between speed and polish, choose speed for AOC-4 and MGT-7. The meter is daily, and the late fee is the same whether the filing is polished or merely complete.

How to revive, park or close a company

Think of it as a choice among four routes.

Voluntary strike-off (STK-2)

A summary of the process as reported by Registerkaro: the Board authorises the application; all dues are settled and the bank account is closed; members pass a special resolution (at least 75 percent) and MGT-14 is filed; the company prepares an indemnity bond (STK-3), a director's affidavit (STK-4) and a CA-certified statement of accounts (STK-8); STK-2 is filed on the MCA portal with a government fee of ₹10,000; the Registrar issues a public notice (STK-6) with 30 days for objections; and if there are none, the dissolution is published in the Gazette (STK-7). The CCFS-2026 had cut the STK-2 fee to 25 percent of the usual amount. That relief has closed.

The Registrar expects pending annual filings to be up to date before it accepts the application, at least up to the year in which business stopped. A company that is under investigation, has pending prosecution or unpaid dues is not eligible. An application signed by a director disqualified under Section 164(2) is reportedly rejected. The practical effect is that clearing the backlog comes first and the closure second.

Restoration after a Registrar strike-off

If the Registrar has already struck the company off, an application for restoration under Section 252 goes to the NCLT. Time limits reported by one source: an aggrieved person within three years of the Registrar's order, and the company, a member, a creditor or a workman within 20 years of the Gazette notice. The same source words the three-year limit inconsistently, so check the limit for your situation against the Act on India Code.

The steps reported are an application in Form NCLT-9 with an affidavit, service on the Registrar, a hearing where the Tribunal decides whether restoration is just and equitable, and then Form INC-28 filed within 30 days of the order. The Tribunal expects the pending AOC-4 and MGT-7 filings to be made and the late fees and penalties paid. We found estimates of restoration cost and time ranging from ₹50,000 to ₹2,00,000 and from three to twelve months, and the same page contradicted itself. Treat them as unverified. What is clear is that restoration is much slower and much more costly than keeping filings current.

If a director is already disqualified

Reports describe two routes: restoration of the company if it was struck off, and an appeal to the NCLT against the disqualification. One source says no direct statutory route exists to reverse a disqualification once it has taken effect, and that relief generally comes through the NCLT, a High Court writ or the end of the five-year period. We could not verify this on an official source. If you are in this position, take legal advice before filing anything in the company's name.

Mistakes that cost money

Each of these comes with a rupee figure so you can feel the cost.

1. Treating the AGM date as a suggestion. Everything after it is keyed to the AGM. If you cannot hold the AGM by 30 September, apply to the Registrar for an extension before the date, not after. After the date, the Section 99 meter of ₹5,000 a day is the most expensive meter on the page.
2. Thinking "no turnover" means "no filing". A quiet company that skips AOC-4 and MGT-7A for a year pays about ₹73,000 in additional fees alone, and risks penalties on top. The audit fee you avoided was smaller.
3. Appointing an auditor but not filing ADT-1. The late fee is small, up to ₹4,800 at ₹400 normal fee, but a gap in ADT-1 is exactly the kind of omission a diligence team or a notice spots. Fix it in a week, not a year.
4. Letting a DIN deactivate. ₹5,000 per DIN to reactivate, and in the meantime the director cannot sign AOC-4 or MGT-7A. The default meter runs while you wait.
5. Waiting for the next amnesty. CCFS-2026 saved Company B about ₹59,000 on three forms if filed by 15 September 2026. Schemes are one-offs, and you cannot plan around a scheme that may not come back.
6. Forgetting a side company you are a director of. A forgotten shell that misses three years disqualifies you from every board for five years. If you do not need the company, close it properly.
7. Using last year's "small company" limits. The ₹4 crore and ₹40 crore limits ended on 1 December 2025. An advisor working from older notes may file the full MGT-7 and schedule four board meetings when two and MGT-7A were enough. The reverse mistake, treating a larger company as small, is more serious.
8. Not reporting a director loan in DPT-3. Without a written declaration from the director, the loan can be treated as a deposit. That moves the company from a late-fee problem to a deposit-rules problem.
9. Ignoring the first Registrar notice. A reported consequence of ignoring a Section 248 notice (STK-1) is losing the right to a voluntary exit. The cost goes from a ₹10,000 fee to a restoration petition.

MCA V3 portal filing: practical notes

A June 2026 law-firm report says the old MCA21 V2 portal was decommissioned on 30 June 2026 and lists AOC-4, MGT-7, MGT-7A, ADT-1 and DIR-3 KYC Web as V3-only forms. We could not confirm the shutdown date on an official page, or where DPT-3 and MSME-1 are filed. Check the portal's own notices.

Some habits that cost nothing:

• Register each signing director's DSC on V3 before the due date, not on it.
• Check that every signer's DIN shows as approved, not deactivated.
• File three to five working days before the due date. The MCA's own data centre had an outage in June 2026, and deadline days are crowded.
• Keep the SRN and the payment challan for every form. They are your proof of filing if a notice arrives.

Frequently asked questions

What is ROC compliance for a private limited company?

It is the set of filings and meetings a company must complete every year with the Registrar of Companies under the Companies Act, 2013. For most private companies that means board meetings, an AGM, auditor appointment (ADT-1 when due), financial statements (AOC-4), an annual return (MGT-7 or MGT-7A), and director KYC when it falls due. Some companies also file DPT-3 and MSME-1. Income-tax filings sit alongside this but are a separate system.

What is the AOC-4 due date for FY 2025-26?

AOC-4 is due within 30 days of the AGM. For a 31 March year end with the AGM on the last permitted day, 30 September 2026, that is 30 October 2026. If the AGM is not held, the statements are due within 30 days of the last date by which the AGM should have been held, with a statement of reasons. A One Person Company has no AGM and files within 180 days of the year end, which was 27 September 2026.

What is the MGT-7 due date, and who files MGT-7A?

MGT-7 is due within 60 days of the AGM, which is 29 November 2026 for an AGM on 30 September 2026. Small companies and One Person Companies file the shorter MGT-7A. Since 1 December 2025 a small company can have paid-up capital up to ₹10 crore and previous-year turnover up to ₹100 crore, but holding companies, subsidiaries, Section 8 companies and special-Act companies are excluded.

What is the ROC late fee per day?

For AOC-4 and MGT-7 or MGT-7A, the additional fee is ₹100 for each day of delay, with no upper limit, on each form. Other forms such as ADT-1 and DPT-3 use a multiple of the normal filing fee, up to 12 times for delays beyond 180 days. These are separate from any penalty an adjudicating officer imposes under Section 92(5) or Section 137(3).

Can ROC late fees be waived now?

Not under a live scheme that we could find. The Companies Compliance Facilitation Scheme, 2026 allowed 10 percent of the additional fee and closed on 15 September 2026 after two extensions. We found no reports of a further extension as of 9 October 2026. Check the MCA's circulars page before assuming that nothing has been announced since.

Does a private limited company with zero turnover still need to file?

Yes. An active company with no sales must still hold meetings, get an audit, and file ADT-1 when due, AOC-4, MGT-7 or MGT-7A, and an income-tax return. Only a company that has been granted dormant status or has been closed lawfully has a different filing pattern. Dormant companies file MSC-3 and pay a prescribed annual fee.

Is DIR-3 KYC still due every 30 September?

For most directors, no. The amendment to Rule 12A, effective 31 March 2026, moved periodic KYC to once every third financial year, due 30 June, and added a 30-day update for changes in mobile number, email or address. Reports disagree on whether the next date is June 2028 or June 2029, so read it from the MCA portal against the DIN. A DIN already deactivated for a missed earlier KYC still needs the filing and a ₹5,000 fee.

Is ADT-1 needed every year?

No. ADT-1 is filed within 15 days of the AGM where an auditor is appointed or reappointed, which normally means once at the start of a five-year term and again when the term ends or the auditor changes. The first auditor, appointed by the Board within 30 days of incorporation, is reported through ADT-1 within 15 days of that Board meeting. The statutory audit itself still happens every year.

What happens if I miss the AGM date of 30 September?

The company is in default under Section 99, with a possible penalty of up to ₹1 lakh plus up to ₹5,000 a day. Hold the AGM as soon as you can with proper notice, or shorter notice if members holding at least 95 percent of voting power agree. The AOC-4 date does not move: it runs from the date the AGM should have been held. The 2026 amnesty did not cover AGM default.

When does director disqualification under Section 164(2) apply?

When a company has not filed its financial statements or annual returns for a continuous period of three financial years. The directors of that company become ineligible to be appointed as directors in any company, and to be reappointed in that one, for five years. It is personal, so a director of a healthy company can be affected through a forgotten second company. A pending Bill proposes shortening the trigger to two years, but it has not become law.

Can a struck-off company be revived?

Yes, through an application to the NCLT under Section 252, followed by a filing with the Registrar after the order. The Tribunal expects overdue filings to be made and fees and penalties paid. It is slower and more expensive than staying compliant. Time limits depend on who applies, and the sources we read word them differently, so take advice before you assume you are still in time.

What is the penalty for not filing AOC-4 or MGT-7, apart from the late fee?

A penalty of ₹10,000 plus ₹100 for each day of continuing default can be imposed on the company, up to ₹2 lakh, and on each officer in default, up to ₹50,000. Small companies, OPCs and DPIIT-recognised start-ups get half the amount under Section 446B. The penalty is imposed after a notice, not automatically.

Do LLPs follow the same ROC rules?

No. An LLP is governed by the LLP Act, 2008, has its own annual forms and its own late fees, and has no AGM. Nothing in this post applies to an LLP without checking. Our LLP compliance page covers what is different.

What to do next

1. Open the MCA portal and write down, for each director, the DIN status and the next KYC date.
2. Pull the company's filing history and mark every overdue form with the date it fell due. Use the calculator above to see the meter.
3. Fix the AGM date. If it has passed, hold the AGM now and file AOC-4 by 30 October 2026 and MGT-7 or MGT-7A by 29 November 2026.
4. Decide whether the company is small, an OPC, dormant or neither, using the framework above.
5. Put every date in one calendar with one named owner.

If you would like help, RegisCorp Consultancy LLP handles annual filings for private limited companies, including catching up on overdue years. See our private limited company compliance page, or contact us with your CIN and the years you are unsure about. If you are still deciding on a structure, our private limited company registration page sets out what the company route involves, and for the accounts side see accounting and tax.

This post is general information, not legal advice. Dates and amounts change by notification, so confirm them against the MCA and income-tax portals or with a company secretary or chartered accountant before you act.

Sources and what we could not verify

We read the following. Official portals first:

• Ministry of Corporate Affairs: General Circulars, fee rules and notifications
• India Code: Companies Act, 2013 text
• Income Tax Department: due dates and circulars
• Section 446B text: lesser penalties for smaller companies
• PRS Legislative Research: status of the Corporate Laws (Amendment) Bill, 2026

Secondary reports we relied on for the circulars and notifications themselves: Taxmann, India Briefing, TaxGuru, Mondaq, Abcaus, Set India Biz, CAclubindia, CalcGuru, IncorpX, Patron Accounting, Fox Mandal, Registerkaro and Vinod Kothari.

What we could not verify. Our research tool could not open mca.gov.in or incometax.gov.in pages on 9 October 2026, so the points below rest on secondary reports of the underlying documents.

• The text of General Circulars 01/2026, 02/2026, 03/2026 and 04/2026, and whether CCFS-2026 was extended again after 15 September 2026.
• The text of G.S.R. 943(E) (31 December 2025) on Rule 12A, and the next DIR-3 KYC due date for each director (June 2028 or June 2029).
• The text of G.S.R. 880(E) (1 December 2025), and how it applies to FY 2025-26 filings.
• The CBDT Circular No. 07/2026 number, which only one outlet gave, and whether companies are covered by the 21 November 2026 date.
• The new Section 428(c) late fee for tax audit reports and whether the Finance Act 2026 enacted it.
• Whether ADT-1 additional fees follow the multiple-of-fee table or ₹100 a day.
• Whether a dormant company still files AOC-4 and MGT-7.
• The OPC annual return (MGT-7A) due date.
• The exact filing fee for each form and each capital slab, and DPT-3's fee.
• Restoration costs and time limits under Section 252, and how Section 167 applies to a defaulting director's seats in other companies.
• Where DPT-3 and MSME-1 are filed after the V2 shutdown, and the V2 shutdown date itself.
• How an adjudicating officer applies Section 446B in practice.