Missed Your ROC or ITR Filing? Here's What It Really Costs Your Company

Every year, thousands of Indian companies run into trouble not because their business failed, but because their paperwork did. A missed annual filing looks small in October. By the next year it can grow into tens of thousands of rupees in late fees, penalty notices, disqualified directors and, in the worst case, a company that has been struck off the register.

With the FY 2025-26 deadlines coming up, here is what every company owner and director needs to know: which filings are due, why they matter, and what really happens if they are missed.

What filings are due?

Every private limited company must complete two sets of annual filings: ROC filings with the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013, and the Income Tax Return with the Income Tax Department. They are separate obligations, and filing one does not cover the other.

Why these filings matter

It is easy to treat annual filings as a formality, especially for a small company or one with little activity. But these filings are how the government knows your company exists, is active and is being run properly. They matter in practical ways:

• Your company's public record: Banks, investors, large clients and government departments check MCA records. A company with pending filings looks inactive or badly managed.
• Loans and funding: Lenders usually ask for filed financial statements and ITRs for the last two or three years. Missing filings can hold up or block a loan.
• Tenders and contracts: Government tenders and many corporate vendor registrations ask for filed returns and a clean compliance record.
• Protecting directors: Continued non-filing does not just hit the company. It directly affects each director personally, as explained below.
• Keeping your losses: Filing your ITR on time is the only way to carry forward business losses and set them off against future profits.

What happens if ROC filings are not done

1. Late fee that keeps growing

The moment AOC-4 or MGT-7 crosses its due date, the MCA portal starts charging an additional fee of ₹100 per day, for each form. There is no upper limit, and the fee keeps building until the form is filed. If both forms are late, that is ₹200 every day.

These are approximate figures for one financial year's filings, and they are on top of the normal filing fee. A company that has skipped several years pays this for every year it missed.

2. Penalty on the company and its officers

The late fee is only the portal charge. Separately, the ROC can impose a penalty under Section 137 (for AOC-4) and Section 92 (for MGT-7) of the Companies Act. This can be ₹10,000 plus ₹100 per day of continuing default, up to ₹2 lakh for the company and ₹50,000 for each officer in default, such as directors.

3. Directors get disqualified

This is the consequence most business owners don't see coming. Under Section 164(2) of the Companies Act, if a company fails to file its financial statements or annual returns for three continuous financial years, every director of that company becomes disqualified for five years. During that time, they cannot be reappointed in that company or appointed as a director in any other company.

So one neglected company can stop a person from running their other businesses too.

4. The company can be struck off

Under Section 248, the ROC can remove from the register a company that has not been carrying on business and has not applied for dormant status. Long periods of non-filing are one of the clearest signs the ROC looks at. Once a company is struck off, its bank accounts can be frozen, it cannot do business, and getting it restored means applying to the National Company Law Tribunal, which is slow and far more expensive than filing on time.

What happens if the ITR is not filed on time

• Late fee under Section 234F: ₹5,000 for a return filed after the due date (₹1,000 if total income is up to ₹5 lakh).
• Interest under Section 234A: 1% per month on any unpaid tax, from the due date until the date of filing.
• Losses can't be carried forward: Business losses and capital losses cannot be carried forward if the return is filed after the due date. For a company in its early years, this can be very costly.
• Limited window: A belated return for FY 2025-26 can be filed only up to 31 December 2026. After that, the normal route closes.
• Notices and further action: Non-filing can lead to notices from the Income Tax Department and, in cases of wilful default, prosecution.

Already missed a deadline? Here's what to do

If your company has pending filings from this year or earlier years, the most important thing is to act now. Every day of delay adds to the cost.

• Find out what's pending: Check your company's filing status on the MCA portal, or ask us to check it for you.
• Get the accounts and audit done: AOC-4 needs audited financial statements, so this is usually the first step.
• File the oldest years first: Clearing old defaults reduces the risk of director disqualification and strike-off.
• Check scheme announcements: The MCA occasionally announces schemes that reduce additional fees for companies clearing old filings. It's worth checking before you file.

Company statistics: Ministry of Corporate Affairs, as of 31 Aug 2026. Due dates and penalties are based on the Companies Act, 2013 and the Income-tax Act, 1961 as applicable for FY 2025-26, and are subject to any extension notified by the government.