Company annual compliance problems and how to fix them
Annual compliance problems compound. A missed AOC-4 adds ₹100 a day with no upper limit, three missed years disqualify every director, and the ROC can strike the company off. Most of it can still be fixed if you act in the right order. The problems below are the ones private limited companies, OPCs and their accountants deal with every filing season.
12 problems solvedFor founders, CAs, CSs and accountantsLast reviewed: 5 October 2026
Missed the AOC-4 or MGT-7/MGT-7A due date, and the late fee keeps rising
What you see
The portal shows an additional fee that grows every day the form stays unfiled.
Why it happens
AOC-4 is due within 30 days of the AGM (180 days from the end of the financial year for an OPC). MGT-7 and MGT-7A are due within 60 days of the AGM.
The additional fee is ₹100 per day for each form, with no upper limit.
How to fix it
Finalise and audit the accounts, hold the AGM if it has not been held, and file both forms as soon as possible. Every day adds ₹100 per form.
File the oldest pending year first. The portal pre-fills data from earlier filings.
Understand the separate penalty. An adjudicating officer can also levy penalties under sections 137 and 92, which are different from the portal's additional fee.
Where several years are pending, plan the order of filings with a professional, so that the director disqualification and strike-off risk is handled.
Avoid it next time
Hold the AGM by 30 September and file AOC-4 and MGT-7/MGT-7A in October and November.
The accounts are not ready, and the AGM due date has passed or is about to pass.
Why it happens
An AGM must be held within six months of the end of the financial year, which is 30 September for a March year-end. The first AGM must be held within nine months of the close of the first financial year.
The audit is delayed, or the auditor was never appointed.
How to fix it
If the delay is genuine and the AGM is not the first one, apply to the ROC for an extension of up to three months using Form GNL-1, before the due date.
If the due date has passed, hold the AGM as soon as the audited accounts are ready, then file AOC-4 and MGT-7/MGT-7A.
Not holding an AGM is an offence under section 99, punishable with a fine for the company and every officer in default. It is compoundable, so take advice on compounding.
An OPC does not have to hold an AGM.
Avoid it next time
Close the books by June, finish the audit by August, and hold the AGM in September.
Auditor resigned or is unavailable just before the audit
What you see
There is no auditor to sign the financial statements, and the AGM date is close.
Why it happens
The auditor resigned, or the original appointment lapsed and was never renewed.
How to fix it
A casual vacancy is filled by the board within 30 days. If the vacancy arose from resignation, the members must approve the appointment within three months at a general meeting.
The resigning auditor must file Form ADT-3 within 30 days.
Get the new auditor's consent and eligibility certificate before the appointment, and record it properly.
Avoid it next time
Confirm the auditor's availability and fees in April each year.
The company took a loan from a director: do we file DPT-3?
What you see
The balance sheet shows unsecured loans from directors or others, and you are unsure about DPT-3.
Why it happens
Loans from a director of a private company are exempt from the "deposit" definition, but the director must give a written declaration that the money is not borrowed.
DPT-3 must be filed by 30 June each year to report outstanding money received that is not treated as a deposit, as well as deposits.
How to fix it
Take the director's declaration at the time of each loan and record it in the board report.
File DPT-3 by 30 June, reporting the amounts outstanding at 31 March, with an auditor's certificate where required.
If director loans go the other way (the company lends to a director), that is a different and stricter rule under section 185.
Avoid it next time
Collect director loan declarations when the money comes in, not at year-end.
Is MSME-1 required? Dues to micro and small suppliers beyond 45 days
What you see
Payables include micro or small enterprise suppliers who were paid late.
Why it happens
Companies that owe micro or small enterprises for more than 45 days from acceptance must file a half-yearly MSME-1 return.
How to fix it
Identify suppliers registered under Udyam as micro or small.
For dues outstanding beyond 45 days, file MSME-1 for April to September by 31 October, and for October to March by 30 April.
Pay the overdue amounts. Interest under the MSMED Act applies, and the buyer cannot deduct the unpaid amount for income tax until it is paid (section 43B(h) of the 1961 Act, carried into the Income-tax Act 2025).
Avoid it next time
Tag MSME suppliers in the accounting software and pay them within 45 days.
Law: Section 405, Companies Act 2013; MSMED Act 2006, sections 15 and 16Recovering MSME dues →#
Founders & professionals
Received an STK-1 notice from the ROC proposing strike-off
What you see
An ROC notice (STK-1) says the company's name is proposed to be removed from the register.
Why it happens
The ROC believes the company has not started business within one year of incorporation, has not carried on business for the two preceding financial years without applying for dormant status, has subscribers who did not pay for their shares with no INC-20A declaration filed within 180 days, or was found not to be carrying on business at a physical verification of its registered office.
How to fix it
Reply within the time given in the notice, normally 30 days, explaining why the company should not be struck off, with evidence of business activity.
File all pending annual returns, financial statements and INC-20A at once, and attach proof.
If you do want to close the company, consider a voluntary strike-off through STK-2 instead.
Avoid it next time
Keep filings current. Even a company with no business must file every year, or apply for dormant status.
Law: Section 248(1), Companies Act 2013; Companies (Removal of Names of Companies from the Register of Companies) Rules 2016Strike-off and closure →#
Founders & professionals
Company already struck off: can it be restored?
What you see
The company master data shows "Strike off", and the bank account is frozen or a customer needs the company active.
Why it happens
The ROC removed the name for non-filing or inactivity under section 248.
How to fix it
Restoration is ordered by the National Company Law Tribunal (NCLT) under section 252. Any person aggrieved by the ROC's strike-off order can appeal within three years of the order. Separately, the company, a member, a creditor or a workman can apply within twenty years of the strike-off notice in the Official Gazette, if the company was in business or it is otherwise just to restore it. Act early anyway, because the longer you wait, the harder the case and the more filings to catch up.
Prepare complete filings for all pending years, because restoration is normally conditional on bringing the company up to date.
Take professional advice on the forum, the documents and the likely costs before you start.
Avoid it next time
Respond to STK-1 notices. Restoration is much harder and costlier than preventing strike-off.
Director disqualified because a company did not file for three years
What you see
The director's DIN shows as disqualified, and they must vacate directorships in other companies.
Why it happens
Any company of which they were a director did not file financial statements or annual returns for three continuous financial years. Under section 164(2), every director of that company is disqualified for five years.
How to fix it
Identify the defaulting company from the director master data.
Understand the effect. The director vacates office in other companies, except the defaulting company, under section 167(1)(a).
Bring the defaulting company's filings up to date or close it, and take advice on relief before acting as a director anywhere.
Avoid it next time
Never leave a company you are a director of unfiled, even if it is inactive.
The company has no business: do we still need to file?
What you see
The company has had no transactions this year, and the founders assume nothing is due.
Why it happens
Annual filings do not depend on activity. Every company must hold board meetings and an AGM (except an OPC), get its accounts audited and file AOC-4 and MGT-7/MGT-7A, even with nil activity.
How to fix it
Keep filing, using nil or minimal financial statements, until you decide the company's future.
If the company will be inactive for a long period, consider applying for dormant status with Form MSC-1 under section 455.
If you will not use it at all, close it through a voluntary strike-off (STK-2) once filings are up to date.
Avoid it next time
Make an active decision for an idle company: keep it, make it dormant, or close it. Do not just stop filing.
Stuck on one of these right now? Send us the SRN, the notice or a screenshot of the error. We will tell you the fix and the deadline, and file it for you if you want.