Non-compliance Issues with the ROC

Common ROC non-compliance issues in India include missing AOC-4 financial statements, MGT-7 annual return, DIR-3 KYC, DPT-3, ADT-1, and MSME-1 filings on the MCA V3 portal. Defaults attract a ₹100 per day per form penalty with no upper cap, and three consecutive years of default in AOC-4 or MGT-7 trigger automatic director disqualification under Section 164(2), deactivating DIN across all companies where the person serves.

Mayank Wadhera

Published: 17 Jul 2023

Updated: 16 May 2026

3 min read

The Registrar of Companies (ROC) is the office under the Ministry of Corporate Affairs that enforces the Companies Act, 2013 and the LLP Act, 2008. With the MCA V3 portal now the default for almost every filing in FY 2026-27, the cost and visibility of non-compliance have both risen sharply. This article walks through the most common ROC slip-ups, the legal exposure they create, and how to fix them before they snowball into prosecution or director disqualification.

The Filings Where Companies Trip Up

Most ROC non-compliance falls into a small set of recurring forms. Missing them once is recoverable; missing them repeatedly is what triggers escalation.

AOC-4: financial statements, due within 30 days of the AGM.
MGT-7 or MGT-7A: annual return, due within 60 days of the AGM.
DIR-3 KYC: director KYC, due 30 September each year.
DPT-3: return of deposits and exempt deposits, due 30 June.
ADT-1: auditor appointment intimation, within 15 days of the AGM.
MSME-1: half-yearly return of dues to MSME suppliers.
BEN-2: declaration of significant beneficial ownership.

Penalties and Director Risk

The default daily penalty for delayed ROC filings is ₹100 per day per form with no upper cap, applicable to both the company and every officer in default. Continued default in AOC-4 or MGT-7 for any continuous period of three financial years leads to director disqualification under Section 164(2), which deactivates DIN across all companies where the person serves – a brutal cascade for serial directors.

In serious cases the ROC may strike off the company under Section 248, freeze the bank accounts, and refer the case for prosecution. Reviving a struck-off company requires an application to the National Company Law Tribunal, which is time-consuming and expensive.

Why Non-Compliance Happens

In practice, three drivers explain most defaults: founders treating MCA filings as a once-a-year scramble, a casual handover from one CA or CS to another with no compliance calendar, and dormant companies that nobody actively manages. None of these are technical problems – they are governance problems.

Cleaning Up: Step-By-Step

Pull the master data for the company from MCA V3 to confirm DIN status, last filed forms, and any open SRNs.
List every overdue form for the last three financial years with the daily additional fee multiplier applied.
File pending DIR-3 KYC first to restore DIN status; without active directors, no other filing goes through.
File AOC-4 and MGT-7 in chronological order, oldest first, with proper certifications.
Apply for Condonation of Delay under Section 460 where penalties or technical defaults are heavy and a regularisation route is available.
Set up a compliance calendar with reminders 30 and 15 days before each due date.

Special Cases: LLPs and Section 8 Companies

LLPs that miss Form 8 and Form 11 attract a ₹100 per day penalty with no cap – the most aggressive penalty regime in Indian corporate law. Section 8 companies face additional risk: persistent non-compliance can trigger revocation of the licence and loss of charitable status, with serious tax consequences for past Section 12AB exemptions claimed.

Conclusion

ROC non-compliance rarely begins with bad intent; it begins with neglect. The MCA V3 portal in 2026 makes it easier than ever to track filings, but it also makes defaults more visible. Treat your compliance calendar as a board-level KPI, not a clerical task, and the risk of penalties, disqualification, and strike-off drops to near zero.

Frequently Asked Questions

What is the penalty for late filing of AOC-4 and MGT-7?

The Companies Act, 2013 imposes an additional fee of ₹100 per day per form with no upper limit on both AOC-4 and MGT-7 when filed after the due date. The penalty applies to the company and to every officer in default, and the form cannot be filed without paying the full accrued additional fee.

Can directors be disqualified for ROC non-compliance?

Yes. Under Section 164(2) of the Companies Act, 2013, if a company fails to file financial statements or annual returns for any continuous period of three financial years, every director of that company is automatically disqualified for the next five years and their DIN is deactivated across all companies.

What happens if an LLP misses Form 8 or Form 11?

An LLP that fails to file Form 8 or Form 11 attracts an additional fee of ₹100 per day per form with no maximum cap. The designated partners are personally liable, and persistent default can lead to strike-off of the LLP from the register and disqualification of the partners.

How can a company regularise past ROC defaults?

The company should first file pending DIR-3 KYC to restore director status, then file each overdue form in chronological order with the applicable additional fee. For heavy delays or technical defaults, an application for Condonation of Delay can be filed before the Regional Director or the NCLT under Section 460.