Is Your Company Facing ROC Late Fees?
ROC Late Fees Waiver 2026 is a government-notified relief scheme that allows eligible companies to clear pending annual filings at just 10% of accumulated additional fees. If your AOC-4 or MGT-7 filings are pending for previous years, this scheme provides super opportunity to regularise without bearing full late fee burden.
This scheme provides 3 months time to file pending returns, reduce financial exposure, and stabilise your company’s legal status.
As practising Company Secretaries in Bangalore, we assist companies in verifying eligibility, calculating reduced liability, and completing the filings properly under the MCA framework.
Why ROC Late Fees Become So High
Under the Companies Act, once the due date for filing AOC-4 or MGT-7 is missed, additional late fees start accumulating automatically.
➜ ₹100 per day per form applies after the due date
➜ There is no maximum limit on additional fees
➜ Each financial year has at least two mandatory filings
➜ Delay of 2–3 years can easily cross ₹3–5 lakhs
➜ Liability keeps increasing until the form is filed
This is why ignoring pending ROC filings makes the situation heavier over time.
The 2026 waiver scheme reduces this accumulated burden significantly — but only within the notified 3 months window.
What Is ROC Late Fees Waiver 2026?
The Companies Compliance Facilitation Scheme, 2026 gives eligible companies one time opportunity to regularise pending filings at substantially reduced cost.
Under this scheme, you can:
➜ File pending AOC-4 and MGT-7 returns at only 10% of additional late fees
➜ Clear multiple financial years in a single notified window
➜ Regularise compliance before ROC enforcement intensifies
➜ Remove operational blocks on SH-7, DIR-12 and other filings
➜ Strengthen compliance status for banking and investor due diligence
➜ Apply for Dormant Status at concessional fees (if inactive)
➜ Proceed with Strike-Off at reduced filing cost (if closing the company)
This scheme is not merely about fee reduction — it provides a controlled opportunity to stabilise the company’s regulatory position.
Who Should Use This Scheme
This relief is especially relevant if your company falls under any of the following situations:
➜ Pending ROC annual returns
➜ Late fees showing in lakhs on MCA portal
➜ Capital increase, Name change or other forms rejected by Roc
➜ Bank, investor, or tender compliance verification pending
➜ Planning to restart inactive operations
➜ Intending to close the company properly
➜ Plan to sell the company with proper update
How to Check Company’s ROC Status Before Filing
Before proceeding under the 2026 waiver scheme, it is important to verify your company’s compliance position on the official MCA portal.
➜ Verify which financial years are pending
➜ Confirm whether AOC-4 and MGT-7 were filed
➜ Identify missing annual returns
Check Annual Filing Status on MCA →
➜ View accumulated additional fees
➜ Estimate reduced payable under 90% waiver
➜ Compare liability before and after scheme benefit
Use MCA Late Fee Calculator →
➜ Confirm company status (Active / Strike Off / Inactive)
➜ Check director details
➜ Review authorised capital and filing history
Check Company Master Data →
Verifying these details ensures accurate planning before filing under the scheme and prevents rejection or incorrect fee assumptions.
Step-by-Step Process Under the 2026 ROC Waiver Scheme
Filing under the 2026 scheme must be done systematically. Improper sequencing or incomplete documentation may lead to rejection or loss of scheme benefit.
➜ Step 1 – Identify Pending Financial Years
Confirm all unfiled AOC-4, MGT-7 / MGT-7A and ADT-1 forms.
➜ Step 2 – Finalise Books of Accounts
Prepare financial statements for each pending year. Reconstruction may be required if records are incomplete.
➜ Step 3 – Complete Statutory Audit
Ensure auditor appointment is valid and accounts are properly signed.
➜ Step 4 – Prepare Board Documents
Directors’ Report, Board resolutions and required attachments must be in order.
➜ Step 5 – Compute Reduced Payable
Apply 90% reduction on additional fees and confirm final liability before filing.
➜ Step 6 – File Within Scheme Window
Submit forms on MCA portal using valid DSC during the notified period.
➜ Step 7 – Secure Acknowledgements
Download SRNs and maintain filing proof for records.
Penalty Prosecution – What Protection Does the Scheme Provide?
The 2026 waiver scheme reduces additional filing fees. However, directors must clearly understand how it impacts adjudication and penalty proceedings.
➜ If No Adjudication Notice Is Issued
Filing under the scheme prevents initiation of penalty proceedings for delayed annual filings.
➜ If Notice Is Issued (Within 30 Days)
If filing is completed within the prescribed timeline after notice, proceedings may be concluded without further penalty escalation.
➜ If Adjudication Order Is Already Passed
The reduced additional fee benefit applies, but penalties already imposed remain payable separately.
Dormant or Strike-Off – Which Option Is Right After Clearing ROC Filings?
Once pending filings are regularised under the 2026 scheme, promoters must decide the future of the company. The right choice depends on business intention.
➜ Continue Active Operations
Best if business will resume, capital may be raised, or investors are expected.
➜ Apply for Dormant Status (Section 455)
Suitable if operations are temporarily paused but the company may be revived later.
Lower ongoing compliance burden while retaining legal existence.
➜ Apply for Strike-Off (STK-2)
Appropriate if business is permanently closed and no future revival is planned.
Company name is removed from the register after approval.
Recent Cases – How the 2026 Scheme Is Helping Companies
In the last few weeks, we have been receiving multiple WhatsApp and email enquiries from promoters facing long-pending ROC filings. The situations are practical, real, and very common among private limited companies.
➜ Case 1 – Capital Increase Blocked Due to Pending Filings
A private limited company engaged in industrial spare parts approached us to increase its authorised capital. When Form SH-7 was filed, ROC placed the form under resubmission because FY 2021-22 annual returns were not filed.
Upon calculation, accumulated additional fees were close to ₹4 lakhs. Under the 2026 waiver scheme, the payable additional fee reduces to approximately 10% of that amount. This enables the company to regularise filings and proceed with capital expansion without bearing the full historical burden.
➜ Case 2 – Old 1956 Act Forms Never Filed
A manufacturing company in Karnataka had legacy forms (23AC and 23ACA under Companies Act, 1956) pending for several years due to earlier consultant non-compliance.
Late fees had accumulated significantly, and promoters had almost decided to abandon the company. With the 2026 scheme covering eligible legacy filings, the company is now proceeding to clear the backlog at reduced additional fees and restore its compliance position.
➜ Common Enquiries We Are Receiving
• “Our company is 4 years old. We never filed COB or ADT-1. Can we close now?”
• “Late fees showing ₹3–5 lakhs. Is there any way to reduce this?”
• “We want to restart business but ROC filings are pending.”
• “Can we update compliance and sell the company?”
In most of these cases, the 2026 waiver scheme provides a structured solution — provided eligibility is verified and filings are completed correctly within the scheme window.
Official Circular Reference
The Companies Compliance Facilitation Scheme, 2026 has been introduced through MCA General Circular No. 01/2026 dated 24 February 2026.
The scheme has been notified under:
➜ Section 460 of the Companies Act, 2013 (Condonation of delay)
➜ Section 403 of the Companies Act, 2013 (Additional fee provisions)
The official circular is available on the Ministry of Corporate Affairs website.
Who Is Not Eligible Under the 2026 Scheme
Before proceeding, eligibility must be verified.
The scheme does not apply to:
➜ LLPs registered under the LLP Act, 2008
➜ Companies already dissolved through strike-off
➜ Companies against which final strike-off notice has been issued
PCS verification before filing avoids rejection and loss of scheme benefit.
Important Clarification on Director Disqualification
Many promoters assume that filing under the scheme automatically restores a disqualified DIN. That is not correct.
➜ The scheme reduces additional filing fees
➜ It regularises pending annual returns
➜ It does not automatically remove existing director disqualification
➜ DIN restoration requires a separate legal process
However, timely filing under the scheme reduces future compliance exposure.
What Happens If You Ignore the Scheme
Once the notified window closes:
➜ Full additional fee liability resumes
➜ ROC may initiate adjudication proceedings
➜ Directors may face disqualification
➜ Strike-off action may proceed
➜ Banking and funding compliance issues may arise
Historically, enforcement action increases after closure of such compliance schemes.
Acting within the window reduces long-term exposure.
Local Support – Bangalore Based ROC Advisory
As practising Company Secretaries based in Bangalore, we regularly assist companies in:
➜ ROC Karnataka compliance filings
➜ Adjudication response and representation
➜ Multi-year compliance reconstruction
➜ Strike-off and Dormant applications
➜ Capital increase and blocked filing resolution
We review eligibility, compute exact reduced payable amounts, and complete filings systematically to ensure proper compliance under the notified framework.
Before You Decide – Get Your Eligibility Verified
Before assuming the late fee amount is too high or deciding to abandon the company, verify your eligibility under the 2026 ROC waiver scheme.
To start, simply share:
➜ Company Name
➜ Pending financial years
➜ Current objective (restart / capital increase / close)
We will:
➜ Confirm scheme eligibility
➜ Calculate exact reduced payable amount
➜ Advise correct compliance route
➜ Handle end-to-end filing under the notified framework
Early action prevents last-week portal congestion and compliance delays.
FAQ – Roc Late Fees Waiver
Does this scheme apply to LLPs?
No. The 2026 scheme applies only to companies registered under the Companies Act, 2013. LLPs are governed separately under the LLP Act, 2008.
Can multiple years of pending returns be filed together?
Yes. All eligible pending annual returns can be filed within the scheme window at 10% of additional fees.
Will my director’s DIN automatically become active after filing?
No. If disqualification under Section 164 has already occurred, DIN restoration requires a separate legal process.
Can I close the company directly under this scheme?
Yes, subject to eligibility. Pending filings can be cleared and then strike-off can be applied at concessional filing fees.
Will the scheme be extended?
There is no official confirmation of extension. Compliance schemes are time-bound and enforcement typically resumes after closure.
What is the scheme window period?
The scheme is available only during the notified period:
• Circular issued – 24 February 2026
• Portal opens – 15 April 2026
• Last date – 15 July 2026
What happens if we ignore this scheme and let ROC close the company on its own?
Ignoring compliance can lead to:
➜ Adjudication proceedings
➜ Director disqualification under Section 164(2)
➜ Strike-off without concessional benefit
➜ Difficulty in future company incorporation
➜ Banking and credit complications
Passive closure does not eliminate liability. Proper compliance decision is advisable.
Can we start a new company without clearing old ROC dues?
Legally, a new company can be incorporated if DIN is active.
However:
➜ If director is disqualified, incorporation may not be possible
➜ Pending adjudication may affect reputation
➜ Banks and investors may review past compliance history
Regularising earlier defaults reduces long-term exposure.
Our company is 1 year old but filings were missed. Can we still use this scheme?
If eligible forms are pending within the notified coverage and fall within the scheme criteria, they can be filed during the scheme window.
Eligibility must be verified based on financial year and form status.
Our previous CA is not responding. Can this be handled?
Yes.
In many cases:
➜ Accounts can be reconstructed
➜ Bank statements and basic records can be used
➜ Fresh auditor appointment can be done if required
Professional handling can resolve documentation gaps.
What is the professional fee structure?
Professional fees depend on:
➜ Number of pending financial years
➜ Volume of transactions
➜ Reconstruction requirement
➜ Audit coordination
As a broad estimate:
• Compliance reconstruction & filing typically starts from ₹10K per financial year (for minimal activity companies)
Exact quotation is provided after reviewing company status.
How long does it take to complete the process?
Timeline depends on:
➜ Number of pending years
➜ Availability of financial data
➜ Audit completion
Generally:
• 1–2 pending years: 7–15 working days
• Multi-year reconstruction: 2–4 weeks
Early preparation is recommended before portal congestion.
Do we also need to file Income Tax Return or GST returns?
Yes — ROC compliance and tax compliance are separate.
If applicable:
➜ ITR filing under Income Tax Act must be regularised
➜ GST returns must be filed if GST registration is active
➜ Professional Tax, TDS and other statutory compliances must be reviewed
Impt Notes
- The ROC Late Fees Waiver 2026 applies to eligible companies registered under the Co Act.
- Under the ROC Late Fees Waiver 2026, additional fees are reduced to 10%.
- Companies intending to restart should check ROC Late Fees Waiver 2026 eligibility before the deadline.
Prakasha And Co is a Bangalore-based Practising Company Secretaries with over 20 years of experience in MCA, ROC, and corporate compliance matters.
We have:
➜ Assisted companies under previous MCA compliance schemes
➜ Handled adjudication matters before ROC
➜ Regularised multi-year non-compliance cases
➜ Resolved blocked filings including SH-7 and legacy forms
➜ Guided directors on compliance restoration strategies
This page has been prepared based on the official MCA circular and our practical experience handling real client situations.
Act Within the Scheme Window
Serving companies across Bangalore including:
Whitefield, Electronic City, Bommasandra, Yelahanka, Hebbal, Koramangala and North Bangalore industrial clusters. Call📞 7019827351
For professional assistance, consult Prakasha & Co – Practising Company Secretaries, Bangalore , experienced in handling ROC compliance, adjudication matters, and MCA filing schemes.
