ROC annual filing for FY 2025-26 — the late fee is the smallest number in this chain

Every private limited company that closed its books on 31 March 2026 is now on the clock. The Annual General Meeting has to happen by 30 September, and the two forms that follow it — AOC-4 and MGT-7 — carry a ₹100-a-day late fee that most owners already know about and quietly accept as a cost of doing business. What fewer owners have worked out is that the late fee is the smallest number in a much longer chain, one that ends, if ignored long enough, in a director being unable to sit on any board in the country, or the company itself being struck off the register.

The date that starts both clocks

Section 96 of the Companies Act, 2013 requires every company (other than a One Person Company) to hold its AGM within six months of the financial year's close — so for a 31 March 2026 year-end, the AGM must happen by 30 September 2026. The gap between two AGMs also cannot exceed fifteen months. A Registrar can extend the AGM date by up to three months for a special reason — but only on application, and never for a company's first AGM.

Here's the part that trips up a lot of owners: AOC-4 and MGT-7 are not due from 31 March. They're due from whatever date the AGM actually happens on. A Surat garment-export company that holds its AGM on 25 September 2026 gets a different due-date pair than one that holds it on 30 September — even though both companies have the identical 31 March year-end.

Two forms, two different clocks

Once the AGM is held, two separate deadlines start ticking from that same date:

For a Surat unit that held its AGM on 25 September 2026, that puts AOC-4 due 25 October and MGT-7 due 24 November — six weeks apart, not the same day, and both counted from the AGM, not from each other.

What most owners think the risk is

The number everyone already knows is the additional fee under the Companies (Registration Offices and Fees) Rules, 2014: ₹100 per day, per form, with no cap, running from the day after the due date. A small trading company that files both forms sixty days late pays roughly ₹6,000 extra on each — about ₹12,000 in total. Painful, but predictable, and most accountants build it into the annual cost of running a private limited company. That predictability is exactly what makes owners deprioritise the filing year after year.

The escalation nobody budgets for

The ₹100/day additional fee is not the only cost of a late filing — it's just the automatic, no-questions-asked one. Separately, sections 137(3) and 92(5) let the Registrar's office adjudicate continuing default as a civil penalty: ₹10,000 plus ₹100 for every day the default continues, capped at ₹2,00,000 for the company and ₹50,000 for each officer in default — meaning the director, and often the person who signed as CFO or company secretary, personally. This sits on top of the additional fee, not instead of it, and it's the point at which "we'll file it next quarter" stops being a purely accounting decision.

Three years, and it stops being about this company

Section 164(2)(a) is where the real trap sits. A director of a company that has not filed AOC-4 or the annual return for any continuous period of three financial years becomes ineligible for appointment or reappointment as a director of that company — or of any other company — for the next five years. The disqualification attaches to the DIN, not to one company's board, and it takes effect automatically the moment the third year's default is on record. No notice, no hearing, no warning email.

Picture a Surat director who runs two family businesses: a diamond-processing unit that has quietly stopped filing, and a separate, unrelated trading firm that files cleanly every year. If the processing unit misses AOC-4 and MGT-7 for FY 2023-24, 2024-25 and 2025-26 continuously, that director is disqualified from both boards for five years the day the third year's default registers — even though the trading firm did everything right. One neglected company can take down a director's seat everywhere else.

Two years, and the company itself is on the line

Section 248 gives the Registrar power to strike a company's name off the register where there's reasonable cause to believe it isn't carrying on business — and in practice, two continuous years of missing AOC-4 and MGT-7 is exactly the evidence a Registrar relies on to start that process, through a formal notice under Form STK-7. The company gets thirty days to show cause; if it doesn't, or the Registrar isn't satisfied, the name is published in the Official Gazette and the company stands dissolved.

There's no quiet exit either. Rule 4 of the Companies (Removal of Names of Companies from Register of Companies) Rules, 2016 blocks a voluntary closure application (Form STK-2) until every overdue AOC-4 and MGT-7 up to the year the company stopped operating has actually been filed. Whether the Registrar comes for the company or the owners decide to wind it down themselves, the very first step is identical: catch up on the filings first.

The ₹100-a-day fee is the one cost everyone plans for. The disqualification and the strike-off are the two nobody does — because by the time they apply, no fresh notice is coming to warn you.

As of this AGM season, no MCA circular has extended the FY 2025-26 filing timelines the way the ministry did for FY 2024-25 during the V3 portal transition. The standard 30-day and 60-day clocks apply. If your company — or a company any of your directors sits on — has a filing gap stretching back a year or two, the sensible move is to close it now, well before it compounds into the next bracket.

Sources

This article is general information, not professional advice. Rules change; verify current provisions or contact the office for advice on your situation.