ROC Annual Filings Not Done? Penalties, Consequences & How to Fix Them (2026 Guide)

Introduction

Many companies missed ROC annual filings due to lack of awareness, delays, or any technical difficulties. For the financial year 2025-26, several companies faced challenges due to the transition to the MCA V3 portal and system glitches.

However, non-compliance with ROC annual filing requirements can lead to heavy penalties and serious legal consequences.

In this guide, we explain the penalties, risks, and practical solutions for regularizing your compliance and also discuss if ROC Annual Filing not done, how to fix it now.

What is ROC Annual Filings?

In the context of companies registered in India, “annual filings” refers to the mandatory submission of audited financial statements, including the directors’ report and its annexures and various other disclosures and annual returns. The annual filings are a significant legal requirement for each company to ensure transparency and keep the government records updated.

The Key Components of Annual Filings

During the annual filing process, companies primarily need to submit two main sets of forms:

Submission of Form AOC-4

Through this form the companies in India, submit-

Balance Sheets;
Profit & Loss Accounts;
Cash Flow Statements (if applicable);
Auditor’s Report;
Director’s Report;
Related Party Transactions (if any); and
Details of holding / subsidiary company, if any, etc.

Submission of Form MGT-7/MGT-7A

This is company’s compliance snapshot of particular year, which cover the following details –

Details of shareholders;
Details of directors;
No. of Meetings held during the year;
Details of share transfers, if any
compliance status of the company
significant disclosure of promoters and non-promoters holdings. etc.

Timelines / Due Dates for ROC Annual Filing

AOC-4 – Within 30 days from the date of AGM
MGT-7 / MGT-7A – within 60 days from the Annual General Meeting.

What happens if you miss annual filings?

In case a company misses doing its annual filings within the timeline, it can make the company compliant by paying additional fees of ₹100 per day from the due date until the date of annual filings.

Non-filing of ROC annual filings may cause the disqualification of the director for a period of 5 years as per the provisions of the Companies Act, 2013.

Further, ROC may also strike off the name of the company.

How to fix missed Annual Filings?

If your company has not been struck off due to non-filing so far:

File pending Form AOC-4 and Form MGT-7/MGT-7A.
Pay additional fees.

However, there are separate penalty provisions as well, which the ROC may impose upon the company.

Filing of forms with additional fees may not always correct your legal defaults. So, it is also advisable to file an application for compounding of the offense to avoid any such red flag in your due diligence at a later stage.

Company Compliance Facilitation Scheme 2026 (CCFS-2026)

The ministry has been taking several initiatives from time to time to provide ease of doing business to the corporates and to provide relief; the MCA introduced the Company Compliance Facilitation Scheme 2026 (CCFS-2026) this year.

They received representations from various stakeholders, including these companies, with a request to waive off additional fees through a scheme. It has been noted that some of these companies, including MSMEs and private companies, have not been able to complete their annual compliances in time due to the transition in the MCA portal from V2 to V3 in the F.Y. 2025-26.

The Ministry has decided to condone the delay in filing annual returns and financial statements with the Registrar, wherever applicable, to provide a one-time opportunity for companies to submit their documents in the MCA-21 registry.

Read our detailed article on Company Compliance Facilitation Scheme 2026 (CCFS-2026)

Key Benefits of the Scheme:

Pay only 10% of additional fees.
One-time opportunity to regularize filings.

Validity of the Scheme:

The scheme shall come into force on 15.04.2026 and shall remain in force till 15.07.2026.

Practical Example

If Company X has convened its Annual General Meeting on 30^th September, 2025. The due dates shall be

Form AOC-4: 29^th October, 2025, for Form AOC-4;
Form MGT-7 / MGT-7A: 28^th November, 2025;

If not filed within due dates, company X is required to pay the penalty till 15.04.2026:

Form AOC-4: Rs. 16800; and
Form MGT-7 / MGT-7A: Rs. 13800

Total ₹30,600/-

Under CCFS-2026:

The company X can complete their annual filings by paying ₹3060 in additional fees.

Frequently Asked Questions (FAQs)

Q1. What is the penalty for an ROC annual filing delay?

₹100 per day per form with no maximum limit.

Q2. Can the ROC penalty be waived?

No. However, under the CCFS-2026 schemes, the amount of additional fees is reduced to 10% of applicable additional fees only if filing is done under the scheme from 15 April 2026 to 15 July 2026.

Q3. Can a struck-off company be revived??

The struck-off companies may avail the benefit after their revival through the NCLT process.

Q4. Is filing mandatory even if no business is done?

Yes, annual filing is mandatory for all companies.

Q.5. What are the maximum additional fees if the company has not done the annual filings?

There is no limit to maximum additional fees. It shall be counted as ₹100 per day till the date of default.

Q.6. Can we avail the benefit of the scheme if annual filings have been pending for the past 2 years?

Yes, the annual filings can be completed by paying 10% of the additional fees, as applicable.

Need Professional Assistance?

If your company has missed annual filings, we can help you to –
Complete all your pending ROC filings.
Assist you to minimize penalties.
Regularize your compliances.

We have extensive experience in handling ROC compliance for startups and businesses across India.

📩 Feel free to reach out for consultation or end-to-end support.

📞 Call / Whatsapp: +91-9462751530 or 🔗 Visit our Contact Page