What Happens If a Company Misses Its Annual Return (MGT-7) Deadline

The MGT-7 is not a filing that gets easier to deal with the longer it is ignored. Every day after the deadline, the additional fee accumulates. After three consecutive years of missing it, every director of the company is automatically disqualified from holding directorships across every Indian company they are associated with. The disqualification takes effect once the statutory conditions for disqualification are met, without the need for a court order.

Most companies that end up in this situation did not plan to be non-compliant. The filing got deprioritised during a busy period, the CA relationship lapsed, the company was operationally quiet and someone assumed there was nothing to file. None of these are valid defences when the ROC calculates the additional fee or when Section 164(2) is triggered.

What Is the MGT-7 Annual Return Filing Due Date Under Companies Act?

For most companies, the timeline is fairly straightforward. The annual return filing due date Companies Act prescribes for MGT-7 is 60 days from the Annual General Meeting. Because companies following the April to March financial year are usually required to hold their AGM by September 30, the standard deadline for filing MGT-7 becomes November 29.

Form MGT-7 is the annual return that companies file with the ROC to report their key corporate information for the financial year. It includes details of the company’s shareholding pattern, board composition, borrowings, important changes during the year, and other governance information as it stood at the end of the financial year.

Form MGT-7A is a simplified version introduced for small companies and One Person Companies. The filing due date is the same — 60 days from the AGM — but the disclosure requirements are lighter.

The standard timeline:

When a company misses MGT-7 deadline, the additional fee clock starts from November 30 for most companies. Every day from that point adds to the liability.

What Is the MGT-7 Late Filing Penalty and How Is It Calculated?

MGT-7 late filing penalty under Section 92(5) of the Companies Act, 2013 applies when a company fails to file its annual return within the prescribed period. The company is liable to a penalty of ₹10,000, and every officer in default is liable to a penalty of ₹50,000. In case of continuing failure, a further penalty of ₹100 per day applies, subject to a maximum limit of ₹2 lakh for the company and ₹50,000 for each officer in default.A company that misses its MGT-7 deadline for 365 days owes Rs. 36,500 in additional filing fees alone (i.e. INR 100 per day of default), before any professional fees for preparation and filing. The additional filing fees for each form are calculated separately, so a company that is late on both MGT-7 and AOC-4 owes Rs. 100 per day on each simultaneously.

The absence of a cap is the detail that consistently surprises directors who assumed the late fee had some ceiling. It does not. The Companies Act uses the word “additional fees” rather than “penalty” for this charge, but the practical effect is identical.

When a company misses MGT-7 deadline for multiple consecutive years, the fees stack independently. Each year’s MGT-7 carries its own Rs. 100 per day calculation running from its own due date. A company that has not filed MGT-7 for three years does not owe the penalty once across the three-year period. It owes three separate penalty calculations, one for each year, each running from its own original due date.

The additional fees for late ROC filing are paid at the time of actual filing on the MCA portal. The system calculates the fee automatically based on the number of days elapsed since the due date. There is no mechanism to reduce or waive these fees through negotiation or representation.

What Are the Consequences Beyond Fees When a Company Misses MGT-7 Deadline?

The consequences become far more serious when a Company Misses MGT-7 Deadline for three consecutive financial years. At that point, Section 164(2) of the Companies Act, 2013 automatically disqualifies every director from being reappointed in the defaulting company and from being appointed in any other company for five years.. No court order is required. The disqualification takes effect from the date the third consecutive default is complete and applies across all companies the director is associated with, not just the defaulting company.

This is the consequence that makes serial non-filing genuinely dangerous. A director serving on multiple company boards may become ineligible for reappointment in the defaulting company and for appointment in other companies, making prolonged non-compliance particularly significant. MCA publishes lists of disqualified directors annually. These lists are publicly searchable.

The additional consequences beyond Section 164(2):

Section 248(1) compulsory strike-off: A company that fails to file annual returns for two consecutive financial years and has not applied for dormant status may be struck off by the ROC on its own initiative. When a company misses MGT-7 Deadline year after year, it risks losing the opportunity to close its affairs through the more structured voluntary strike-off route.

Difficulty in future ROC filings: MCA’s systems have become progressively interconnected. A company with outstanding MGT-7 filings may find that other ROC forms are rejected or flagged during STP (Straight Through Processing) review.

Additional fees for late ROC filing compound across all forms: When the company misses MGT-7 deadline, it has usually also missed AOC-4. Both carry Rs. 100 per day additional fees. The combined daily exposure for a company that misses both filings is Rs. 200 per day, running simultaneously from two different due dates.

FEMA complications for foreign-owned subsidiaries: Foreign-owned subsidiaries may also encounter practical compliance issues if ROC filings remain outstanding, as authorised dealer (AD) banks and other stakeholders often review MCA records during due diligence or while processing certain FEMA-related transactions.

What Is the Process to Regularise When a Company Misses MGT-7 Deadline?

When a company misses the due date for filing Form MGT-7, it is generally required to regularise the default by filing the overdue form on the MCA V3 portal along with the prescribed filing fees and applicable additional fees under Section 403 of the Companies Act, 2013. However, as of 2026, the Ministry of Corporate Affairs has introduced the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), which provides a one-time opportunity for eligible companies to file specified overdue annual returns and financial statements by paying only 10% of the applicable additional fees, subject to the conditions of the Scheme. The Scheme came into force on 15 April 2026 and is currently valid until 31 August 2026 pursuant to General Circular No. 03/2026 dated 8 July 2026. After the Scheme expires, delayed filings will again attract the normal additional fees prescribed under the Companies Act, 2013, unless the MCA introduces any further relaxation

The regularisation process:

Step 1: Assess the full backlog

Before filing, check the MCA portal for the company to identify every outstanding form, not just MGT-7. AOC-4, ADT-1, and other pending forms should be identified at the same time to avoid a situation where MGT-7 is filed but other critical forms remain outstanding.

Step 2: Prepare the annual return

The annual return must reflect the company’s actual position as at the end of the financial year for which it is being filed. For a return that is being filed two years late, it must accurately capture the shareholding structure, board composition, and other details as they existed at March 31 of the relevant year.

Step 3: Pay the additional fees

MCA calculates the additional fees for late ROC filing automatically when the form is submitted. The fee must be paid before the form is processed. The payment is made through the MCA payment gateway.

Step 4: File in chronological order

If multiple years of MGT-7 are outstanding, file the oldest year first. Filing a more recent year before older years can create inconsistencies in the MCA records.

Step 5: Verify filing acknowledgment

After each filing is processed, download the SRN acknowledgment and the filing receipt from the MCA portal. These serve as the company’s record of having regularised the default.

Can a Disqualified Director Be Restored After a Company Misses MGT-7 Deadline?

A director disqualified under Section 164(2) because a company misses MGT-7 deadline for three consecutive years cannot be restored to active directorship until the default underlying the disqualification is addressed. Filing the overdue returns does not automatically remove the disqualification. The director must wait out the five-year disqualification period or apply to the appropriate court for relief in specific circumstances.

This is the consequence most directors discover only after the fact. The sequence matters: the disqualification triggers on the third consecutive default. Filing the returns after that point clears the company’s compliance backlog but does not undo the disqualification that has already occurred.

During the disqualification period, the individual cannot legally act as a director or be appointed as a director in another company.The practical path for a disqualified director:

• File all overdue MGT-7 and AOC-4 forms to clear the company’s backlog
• Pay all accumulated additional fees for late ROC filing
• Confirm the DIN’s disqualification status on the MCA portal
• Wait out the five-year period, or seek legal advice on whether the specific facts support a court application for relief
• If the company itself was struck off as a result of the same defaults, consider Section 252 NCLT restoration proceedings in parallel

Conclusion

The situation where a company misses MGT-7 deadline starts with a missed filing. It does not end there. Additional fees accumulate daily with no cap. Three consecutive years of default trigger automatic director disqualification across every company the director is involved in. The ROC initiates  suo moto strike-off proceedings. FEMA filings for foreign-owned subsidiaries come under scrutiny. Outstanding statutory filings may create practical difficulties in managing future ROC compliances and may result in additional scrutiny for subsequent filings.The cost of staying current with MGT-7 every year is the filing fee plus a few hours of a professionals time. The consequences of prolonged non-compliance can include director disqualification for up to five years under Section 164(2), along with accumulated additional filing fees and professional costs for regularisation..

Corporate Legit Consulting LLP manages MGT-7 and full annual ROC compliance for Private Limited Companies and foreign-owned subsidiaries, covering timely preparation, filing, and regularisation of overdue returns where the company has missed MGT-7 deadline in prior years. Reach out to Corporate Legit to assess the current filing position and calculate the regularisation cost before it increases further.