How to Regularise Delayed ROC Filings: Late Fees, Adjudication and Compounding

Plenty of companies fall behind on their ROC filings: the founders got busy, the accountant changed, or nobody realised the company still had to file in a year it didn't trade. The good news is that most defaults can be fixed. This guide explains the routes the Companies Act offers for regularising delayed filings, what each one costs, and how to decide where to start.

Route 1: File Late, With Additional Fees

For most forms, the simplest route is just to file them late on the MCA portal. The system charges an additional fee for the delay on top of the normal filing fee.

• For the annual financial statements (AOC-4) and annual return (MGT-7 or MGT-7A), the additional fee is ₹100 per day, per form, with no upper limit.
• For most other forms, the additional fee rises in steps with the length of the delay, as a multiple of the normal fee.

Filing late stops the additional fee from growing further. It doesn't by itself wipe out any penalty the ROC may impose for the default, but it's almost always the first step.

File in order

Pending annual filings are best filed in chronological order, and the MCA system often won't accept a later form until an earlier one is on record. A company three years behind files year one first, then year two, then year three.

Route 2: Adjudication of Penalties

Since the Companies (Amendment) Acts of 2019 and 2020, most procedural defaults are civil rather than criminal. Instead of prosecution, the ROC acts as an adjudicating officer under Section 454, issues a show-cause notice, hears the company, and imposes a penalty by order.

• A company can also apply for adjudication voluntarily, rather than waiting for a notice.
• Small companies, One Person Companies, startups and producer companies pay no more than half the normal penalty, capped at ₹2 lakh for the company and ₹1 lakh for each officer in default.
• An adjudication order can be appealed to the Regional Director within 60 days.

Penalties are paid through the MCA portal, and the order is published on the MCA website.

Route 3: Compounding of Offences

Some defaults remain offences punishable with a fine. For these, the company and its officers can apply under Section 441 to have the offence compounded: settled by paying a compounding fee, which avoids prosecution. Depending on the maximum fine, the application goes to the Regional Director or to the NCLT. Offences punishable only with imprisonment can't be compounded, and a similar offence committed within three years of an earlier compounding generally can't be compounded again.

Route 4: Condonation of Delay

A few filings can't simply be made late once their time limit has fully passed. The best-known example is registering a charge: a company that misses the extended window to file CHG-1 has to apply to the Regional Director under Section 87 to have the delay condoned, explaining why it happened, before the charge can be registered.

Route 5: Restoration After Strike-off

If the ROC has already struck the company off for not filing, none of the above is possible until the company is restored. The company, a member or a creditor applies to the NCLT under Section 252. Once restored, the pending filings are made with their fees.

Don't Forget the Directors

• Directors whose DINs were deactivated for missed KYC must file DIR-3 KYC, with a ₹5,000 fee, before they can sign anything.
• If the company has not filed for three continuous years, its directors are disqualified for five years. Regularising before that point avoids disqualification; after it, the options are narrower and need specific advice.

Where to Start

1. Pull the company's MCA record and list every pending form.
2. Check directors' DIN status, and complete KYC where needed.
3. Check for any ROC notices or adjudication orders already issued.
4. Check whether an MCA amnesty scheme is open.
5. Finalise and audit the accounts for each pending year, hold the meetings, and file in order.
6. Deal with any penalty through adjudication or compounding.

Getting Help

Think Filing diagnoses filing backlogs, files overdue forms in the right order, handles adjudication and compounding, and advises on restoration and director disqualification where things have gone further.