Missed an ROC filing? What s.403 of the Companies Act actually does

Missed an ROC filing? What s.403 of the Companies Act actually does

Every private limited company files a set of forms with the Registrar of Companies every year — the annual return, the financial statements, board resolutions for certain decisions — and most founders learn how the penalty for missing one actually works only after they have already missed it.

₹100 a day, and it does not stop on its own

s.403 of the Companies Act, 2013, read with the additional-fee rules, sets the standard late fee at ₹100 per day of default, per form. It starts the day after the due date and runs for every day the form stays unfiled — there is no monthly cap and, on the additional-fee scale, no fixed upper ceiling the way a fine under some other statutes has. A form filed 200 days late has accrued ₹20,000 in fees on that form alone, before anyone has looked at whether the underlying disclosure was even accurate. The penalty does not wait for anyone to notice. It is already running on every day nobody has looked at the filing calendar.

Why this catches early-stage companies specifically

• A company with no revenue yet still owes its annual filings — "we have not started operating" is not an exemption anywhere in the Act.
• Multiple forms can each be independently late — MGT-7 (annual return) and AOC-4 (financial statements) are separate filings with separate due dates, and separate ₹100/day clocks.
• A struck-off or dormant company does not stop owing past filings; restoring it later usually means paying every accrued fee first.

What actually stops the bleeding

File the form. The additional fee stops accruing the day it is actually filed, not the day someone decides to deal with it — so the only lever that matters is closing the gap, and every day spent deciding whether to deal with it is a day still on the meter. This site's compliance calendar tracks every ROC due date against your entity type and flags what is already overdue with the actual ₹/day accruing — the same number a company secretary would compute by hand, before it becomes a bigger one.

Common questions

What is the penalty for late ROC filing in India?

Section 403 of the Companies Act, 2013 charges an additional fee of Rs 100 per day, per form, for every day the filing is late, with no upper limit. The clock does not stop until the form is actually filed, so the amount is bounded only by how long the delay runs.

Is there a maximum late fee for MGT-7 or AOC-4?

No. The Rs 100 per day under section 403 has no ceiling, and MGT-7 (annual return) and AOC-4 (financial statements) are separate filings with separate due dates and separate clocks. Two forms a year late accrue two independent penalties running side by side.

Do dormant companies with no revenue still have to file with the ROC?

Yes. A company that has not commenced operations still owes its annual filings, and "we had no business this year" is not an exemption anywhere in the Act. Companies formed and then left idle are the most common source of large accumulated section 403 penalties, because nobody is watching the dates.

The provisions behind this

• Section 403, Companies Act, 2013 — ₹100 per day, per form, with no upper limit — and the clock does not stop until the form is actually filed.

• Section 403, Companies Act

Related reading

• The DPDP Rules, 2025: the dates your business is actually working to — The Act has been law since 2023 and enforced almost nothing. The Rules notified on 13 November 2025 set the clock — one year for consent managers, eighteen months for everything that touches you.
• The DPDP Act, 2023: what an Indian SMB actually has to do — Not a GDPR summary with the numbers changed. What the Act actually requires, in the order a small business runs into it.
• The 45-day rule: what it actually costs to pay an MSME supplier late — Section 16 of the MSMED Act does not ask nicely. Compound interest, three times the bank rate, and a clause in your contract cannot waive it.

• The DPDP Rules, 2025: the dates your business is actually working to
• The DPDP Act, 2023: what an Indian SMB actually has to do
• The 45-day rule: what it actually costs to pay an MSME supplier late

Written by Swaraj Layek

Founder & CEO at VidhiSar. I have watched four companies pay for the same mistake, and it was never the mistake anyone expected. VidhiSar is software, not a law firm: every answer names the section it relies on so you can check it, and anything turning on your specific facts is worth putting to a professional. More about who builds this