ROC Late Filing Fees in India: Additional Fees and Penalties
Companies filing statutory forms after the prescribed deadline with the Registrar of Companies (ROC) may have to pay additional filing fees and may separately face statutory penalties. The amount depends on the form, period of delay, applicable rules and any special fee regime.
1. Legal framework and definitions
Section 403, Companies Act, 2013: governs fees for filing documents with the Registrar and permits prescribed additional fees for late filings, without removing liability for other action under the Act.
Companies (Registration Offices and Fees) Rules, 2014: prescribe ordinary filing fees, additional fees and special fee categories in the annexed fee schedule, as amended. The applicable rule and fee can depend on the filing event and its date.
Additional fee means the amount charged for a delayed filing over and above the normal filing fee. Penalty means a separate statutory consequence for non-compliance and should not be confused with the portal filing fee.
2. General ROC additional filing fee table
For forms covered by the general additional-fee schedule (excluding annual return and financial statement forms, charge forms and authorised-capital increases), the following slabs apply. The higher additional fee column is relevant to specified repeat delays in INC-22 and PAS-3 under the amended rules.
| Period of delay | Additional fee | Higher additional fee, where applicable |
|---|---|---|
| Up to 15 days for forms under sections 139 and 157 | 1 time normal fee | Not applicable |
| More than 15 to 30 days for sections 139 and 157; up to 30 days for other covered forms | 2 times normal fee | 3 times normal fee |
| More than 30 to 60 days | 4 times normal fee | 6 times normal fee |
| More than 60 to 90 days | 6 times normal fee | 9 times normal fee |
| More than 90 to 180 days | 10 times normal fee | 15 times normal fee |
| Beyond 180 days | 12 times normal fee | 18 times normal fee |
These multiples represent additional fees, not necessarily the total payable. The special higher-fee rule applies to qualifying repeated delayed filings of INC-22 or PAS-3 within the specified 365-day period; the higher fee replaces, rather than adds to, the ordinary additional fee.
3. Annual return and financial statement filing: Sections 92 and 137
Section 92(4): a company generally files its annual return within 60 days of its annual general meeting (or the date on which the AGM should have been held). Relevant forms include MGT-7 and MGT-7A, where applicable.
Section 137(1): a company generally files financial statements with the ROC within 30 days of the AGM; special timelines apply in specified cases, including one person companies. AOC-4 and its applicable variants are used for these filings.
For filings covered by the post-30 June 2018 annual-filing fee provisions, additional fees are generally Rs. 100 per day of delay beyond the prescribed due date, in addition to normal fees. Separate penalties under the relevant sections may also apply. Historical filings can be subject to transitional fee provisions.
4. Charge registration: Sections 77, 78 and 82
Section 77: concerns registration of a charge created by a company on its property or assets. Section 78: provides for an application by the charge-holder in specified circumstances. Section 82: addresses reporting satisfaction of a registered charge.
Charge-related forms such as CHG-1 and CHG-9 are subject to special filing periods and fee rules, including additional or ad valorem fees depending on the date of charge creation, company category and delay. They must not be calculated using the general table above. Filing beyond the permitted statutory window may require further legal action and cannot be assumed to be curable simply by paying a higher fee.
5. Increase in authorised share capital
Section 64: requires notice to the Registrar of specified alterations to share capital, generally within 30 days. Form SH-7 is commonly used for notice of alteration of share capital. Increases in authorised capital are subject to a separate additional-fee computation linked to the applicable capital fee and length of delay; the general multiple-fee table does not determine this amount.
6. Other relevant provisions
- Section 139: appointment of auditors and related filing requirements, including Form ADT-1 where applicable.
- Section 157: company's duty to inform the Registrar of directors' identification numbers.
- Sections 130 and 131: reopening or voluntary revision of financial statements or Board's report in prescribed circumstances.
- Section 204: secretarial audit requirements for prescribed classes of companies.
Revised filings, secretarial audit reports and older documents may attract the fees applicable under the relevant form-specific rules and transitional provisions.
7. How to check and pay ROC late filing fees
- Identify the correct e-form, event date, original due date and actual proposed filing date.
- Determine whether the filing falls under the general, annual, charge, capital-increase or other special fee category.
- Check the current instructions and statutory filing requirements for that form on the MCA portal.
- Complete and submit the e-form with supporting documents and valid digital signatures, as required.
- Review the system-generated fee calculation and pay through the permitted MCA payment channel.
- Preserve the acknowledgement, challan and approved filing status; assess separately whether statutory penalties or adjudication proceedings arise.
8. Official references
- Ministry of Corporate Affairs: e-filing services and notifications
- MCA notification G.S.R. 435(E), 7 May 2018: revised fee provisions (PDF)
- MCA notification G.S.R. 143(E), 21 February 2019 (PDF)
- MCA original table of fees (PDF; read with subsequent amendments)
- India Code: Companies Act, 2013 and statutory provisions
This guide is general information, not a substitute for the latest notified rules or professional advice. Verify form-specific requirements and MCA portal calculations before filing.