A late AOC-4 or MGT-7 costs a company in four separate ways, and they stack. First, MCA charges an additional fee for every day of delay on top of the normal filing fee. Second, the Registrar can impose a penalty on the company and its officers under section 137 (financial statements) or section 92 (annual return). Third, after three years of non-filing, the directors are disqualified. Fourth, a long-silent company can be struck off.
Below is how each one works, with the amounts that appear in the Act itself.
First, are you actually late?
The statutory clock is set by the AGM:
- AOC-4 (financial statements) is due within 30 days of the AGM.
- MGT-7 / MGT-7A (annual return) is due within 60 days of the AGM.
- If no AGM was held, both are still due, counted from the last date on which the AGM should have been held, with a statement of reasons.
MCA sometimes allows extra time to file without additional fees for a particular year. Check the current position for your filing year with your adviser before relying on any extension.
If you are already behind and want the backlog cleared, our ROC compliance service prepares the overdue forms and files them for you.
Cost 1: additional fees, every day, for each form
Sections 92(4) and 137(1) let MCA charge “such fees or additional fees as may be prescribed”. The additional fee is set in the Companies (Registration Offices and Fees) Rules, 2014 as a fixed amount for each day of delay, separately for each form, and it is not capped. It is collected automatically when you file on the MCA portal.
Because it runs per form and per day, a company that misses both AOC-4 and MGT-7 for the same year pays it twice, and a company that skips several years pays it for every year and every form. That is why a two- or three-year backlog can cost far more in additional fees than the filings themselves.
MCA has at times run one-time relief schemes that reduce these fees for companies clearing a backlog. Such a scheme applies only within its notified window, so check with your adviser whether one is open before you file.
Cost 2: penalties under sections 137 and 92
Additional fees are only the price of filing late. The Companies Act, 2013 also treats the delay itself as a default, for which the Registrar can impose penalties through adjudication under section 454.
| Default | Company | Officers |
|---|---|---|
| Financial statements not filed in time (s.137(3)) | ₹10,000, plus ₹100 for each day the failure continues, up to ₹2,00,000 | The managing director and CFO (or, if none, the director charged with it, or else all directors): ₹10,000, plus ₹100 a day after the first, up to ₹50,000 |
| Annual return not filed in time (s.92(5)) | ₹10,000, plus ₹100 for each day after the first, up to ₹2,00,000 | Every officer in default: the same base amount and daily rate, subject to a lower cap |
Two points that change the numbers:
- Smaller companies pay less. Under section 446B, a One Person Company, small company, start-up or producer company (and its officers) is liable to not more than half the penalty specified, subject to a maximum of ₹2,00,000 for the company and ₹1,00,000 for an officer.
- Penalties are not automatic. They are imposed by an adjudicating officer after a notice and hearing. Filing late does not by itself trigger a penalty order, but it does not wipe out the exposure either.
Cost 3: directors lose the right to sit on boards
Under section 164(2)(a), a person who is or has been a director of a company that has not filed financial statements or annual returns for any continuous period of three financial years cannot be re-appointed as a director of that company, or appointed in any other company, for five years from the date the company fails.
This is the consequence that hurts most, because it follows the individual. A founder with one dormant, non-filing company can find their directorships in an active, healthy company affected.
Cost 4: strike-off and winding up
- Strike-off by the Registrar. Section 248(1)(c) lets the Registrar start removing a company’s name if it has not carried on business for two immediately preceding financial years and has not applied for dormant status. A run of missing filings is one of the signals that can lead the Registrar to treat a company as inactive.
- Winding up by the Tribunal. Section 271(d) allows a company to be wound up if it has defaulted in filing its financial statements or annual returns for five consecutive financial years.
Once a company is struck off, it stops operating as a company and getting it restored means an appeal to the Tribunal, which costs far more than the filings would have.
What to do if you are behind
- List every missing year and form. Check the MCA master data for the last AOC-4 and MGT-7 on record.
- Hold or regularise the meetings first. The forms need adopted accounts and AGM details; minutes must reflect what actually happened.
- File the oldest year first, because later forms rely on earlier figures.
- Check each director’s DIN status. A deactivated DIN can block signing.
- Respond to any notice from the Registrar within the time it gives. Adjudication orders can be appealed, but only within the time the Act allows.
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This article is general information, not legal or tax advice.
