ROC Late Filing Fees: Section 403 Additional Fee Calculation Per Day
Section 403 of the Companies Act 2013 has two late-fee regimes. AOC-4 and MGT-7/MGT-7A (Sections 137 and 92) cost ₹100 per day of delay (G.S.R. 435(E), 2018). Most other forms, such as ADT-1, DIR-12 and PAS-3, cost a multiple of the normal filing fee, from 1 time to 12 times depending on the delay (G.S.R. 12(E), from 1 July 2022).
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Section 403 of the Companies Act 2013 lets a company file a document after its due date on payment of an additional fee; the amount is set by the Annexure to the Companies (Registration Offices and Fees) Rules, 2014. There is no single "₹100 per day" rule for every form. Two regimes apply:
- Annual return and financial statements (forms under Sections 92 and 137 — MGT-7/MGT-7A and AOC-4): ₹100 for every day of delay (Annexure item I, sub-item D, inserted by G.S.R. 435(E) dated 7 May 2018, for documents whose filing period expires after 30 June 2018).
- Most other forms (for example ADT-1, DIR-12, MGT-14, PAS-3): a multiple of the normal filing fee, from one time to twelve times depending on the length of the delay (Annexure item I, sub-item B, as substituted by G.S.R. 12(E) dated 11 January 2022, in force from 1 July 2022).
Forms for an increase in nominal share capital and forms for filing charges are outside both tables and follow their own entries in the Annexure.
What the law actually requires
Section 403(1) requires every document to be filed within the time in the relevant section on payment of the prescribed fee. Its first proviso covers late filings under Sections 92 and 137: they may be filed after the due date on payment of an additional fee "which shall not be less than one hundred rupees per day". Its second proviso covers every other late filing, on payment of an additional fee "as may be prescribed". Its third proviso allows a higher additional fee where a company defaults on two or more occasions.
Annual return and financial statements: ₹100 per day
The rule fixes the rate per day and states no maximum, so the fee keeps growing until the form is filed.
Other forms: multiples of the normal filing fee
The higher column applies where e-form INC-22 or e-form PAS-3 is filed late on two or more occasions within 365 days of the last belated filing of that form; where the higher fee applies, the ordinary additional fee is not charged (Notes 1 and 2 to the table, G.S.R. 12(E)).
ADT-1 is a Section 139 form: the auditor's appointment must be filed within fifteen days of the meeting at which the auditor is appointed (Section 139(1)), so the 1-time tier applies to the first 15 days of delay. The normal filing fee itself depends on the company's share capital; check the fee shown on the MCA portal for your company before you compute the multiple.
Worked example: two late annual filings at Orchard Foods Pvt Ltd
Orchard Foods Pvt Ltd held its AGM for FY 2024-25 on 30 September 2025 and files both annual forms on 20 December 2026:
Total additional fees: ₹80,200, plus the normal filing fee for each form. If Orchard also filed an ADT-1 more than 180 days late, that form would carry 12 times its normal filing fee, not ₹100 per day.
Fee-waiver schemes
The MCA has from time to time run time-bound schemes that reduce additional fees for specified forms. Each scheme is announced by the MCA, covers only the forms it lists, and ends on a stated date. A scheme that has closed gives no relief, so check mca.gov.in for a scheme open on the day you file before relying on one.
Section 403 vs the underlying penalties
Paying the additional fee does not settle the default itself. Section 403(2) says the company and its officers in default remain liable for the penalty or punishment provided in the Act, "without prejudice to the liability for the payment of fee and additional fee".
Practical implications
- Identify the regime first. AOC-4 and MGT-7/MGT-7A run on ₹100 per day; almost everything else runs on multiples of the normal fee. Applying ₹100 per day to an ADT-1 or DIR-12 gives the wrong number.
- The per-day meter has no ceiling in the rule. A year's delay on both annual forms costs ₹73,000 in additional fees before normal fees.
- Multiples jump at fixed points. For non-92/137 forms, the fee steps up at 15 (Sections 139 and 157 forms only), 30, 60, 90 and 180 days; filing a day before a step saves the next multiple.
- Filing stops the meter, not the penalty. Section 403(2) keeps the Section 92(5)/137(3) exposure alive, and three continuous years of non-filing triggers Section 164(2)(a) for the directors.
FAQ
How much is the ROC late filing fee?
For AOC-4 and MGT-7/MGT-7A, ₹100 per day of delay. For most other forms, a multiple of the normal filing fee — from 1 time (up to 15 days, Sections 139 and 157 forms) to 12 times (beyond 180 days).
Is there any ceiling on the ₹100 per day fee?
The rule sets the rate per day and states no maximum.
Does ADT-1 attract ₹100 per day?
No. ADT-1 is a Section 139 form and falls under the multiple-of-normal-fee table.
Is the late fee the same as the penalty for non-filing?
No. The additional fee is the price of filing late. Under Section 403(2), the company and officers in default remain liable for penalties under Sections 92(5), 137(3) or 450, and Section 164(2)(a) can bar directors after three continuous years of non-filing.
We have several years of unfiled forms. What do we pay?
Compute each form separately: ₹100 per day for each AOC-4 and MGT-7, and the applicable multiple for every other form. Then check mca.gov.in for any fee-waiver scheme open on the date you will file.
Sources
- Companies Act 2013: Section 403 (with its provisos and sub-section (2)), Sections 92(4), 92(5), 137(1), 137(3), 139(1), 164(2), 450
- Companies (Registration Offices and Fees) Rules, 2014, Annexure item I — sub-item D inserted by G.S.R. 435(E), 7 May 2018; sub-item B substituted by G.S.R. 12(E), 11 January 2022 (in force 1 July 2022)
Use the ROC late filing penalty calculator to work out the additional fee for each form — it applies ₹100 per day to AOC-4 and MGT-7/MGT-7A and the multiples table to other forms. For a ROC compliance review of your company, visit pvtltd.co.
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See Also
Frequently asked questions
How much is the ROC late filing fee?
For AOC-4 and MGT-7/MGT-7A, ₹100 per day of delay (Companies (Registration Offices and Fees) Rules, 2014, Annexure item I, sub-item D, inserted by G.S.R. 435(E), 2018). For most other forms, a multiple of the normal filing fee — from 1 time (up to 15 days, Sections 139 and 157 forms) to 12 times (beyond 180 days) under sub-item B as substituted by G.S.R. 12(E), in force from 1 July 2022.
Is there any ceiling on the ₹100 per day fee?
The rule sets the rate per day and states no maximum. Section 403(1) only says the additional fee for Section 92 and 137 forms shall not be less than one hundred rupees per day.
Does ADT-1 attract ₹100 per day?
No. ADT-1 is a Section 139 form and falls under the multiple-of-normal-fee table in G.S.R. 12(E): 1 time the normal fee up to 15 days, rising to 12 times beyond 180 days.
Is the late fee the same as the penalty for non-filing?
No. Under Section 403(2), the company and officers in default remain liable for penalties under Sections 92(5), 137(3) or 450 without prejudice to the fee and additional fee, and Section 164(2)(a) can bar directors after three continuous financial years of non-filing.
We have several years of unfiled forms. What do we pay?
Compute each form separately: ₹100 per day for each AOC-4 and MGT-7, and the applicable multiple of the normal fee for every other form. Then check mca.gov.in for any fee-waiver scheme open on the date you will file.
Next steps on ROC annual filing
See what applies to your company, then check it with a free tool.