MCA Impose penalty for delay in filling MGT-7 due to not conducting General Meeting

MCA Impose penalty for delay in filling MGT-7 due to not conducting General Meeting. In this article, we will take you through the mandatory annual filing requirements under Section 92 of the Companies Act, 2013, which mandates that every company, must file an Annual Return with the Registrar of Companies (ROC) in Form MGT-7 within 60 days from the date of the Annual General Meeting (AGM). The return must include details such as the company’s registered office, principal business activities, shareholding pattern, indebtedness, and details of directors and key managerial personnel. For listed companies and certain prescribed entities, the return must be certified by a Company Secretary in Practice. This provision ensures transparency, regulatory compliance, and corporate governance.
Applicable Provisions
The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the MCA adjudication of penalties for defaulting in filling of its financial statement for the Financial Year 2018-19. The matter was brought before the Regional Director (WR), Mumbai, for consideration.
Facts of the Case with ROC and RD
Graham Firth Steel Products (India) Limited & ORS, a company registered under the Companies Act, 1956, with its registered office in Mumbai, was found to be in default of section 92 of the Companies Act 2013. The ROC issued a show cause notice dated 12.03.2020 to the company and its directors, calling them to show cause for non-filling of such documents.
The company has failed to file a copy of annual return with the ROC for the FY 2018-19 within a period of sixty days as per the provision of section 92 of the companies Act 2013. The period of default is calculated from 3/10/2019 till the date of dispatch of the SCN date 12/03/2020. The default period is thus calculated to be at a total of 103 days. 
The Registrar of Companies (ROC) considering the facts and circumstances-imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD). The hearing was attended by the company's representative, and contended that the:
• SCN was issued during the peak period of CVID-19 which is not justified .
• A reasonable opportunity of being heard was not given to the appellants for committing alleged default. 
• However, appellants have complied with the said section by filling MGT-7 with the additional fee on 05/01/2023 before receiving adjudication order dated 26/06/2024.
• Appellants were directed by the Hon’ble NCLT by their interim order dated 13/12/2017 stating that respondent shall not convene any general meeting and Extra general meeting without special leave of this tribunal and without sufficient notice to all the members. 
ROC, Mumbai further stated that:
• There is crystal clear default on the part of the company and its directors.
• Due date of filling Annual Return under the section 92 of the Act 29/11/2019 i.e. prior to the outbreak of COVID-19 pandemic.
• No reply has been received from the company and its directors as on the date except the show cause notice dated12/03/2020
• Hon’ble NCLT had given liberty that the general meeting and Extra- Ordinary General Meeting cannot be convened without a specific leave of the tribunal. Thus, the company could have obtained the leave. 
Imposed Penalty
The ROC after considering the fact and circumstances of the case levied penalties. The penalty amount was determined based on the company's failure to comply with the relevant legal requirements. The details of the penalty, are as follows:
• On Company: Rs, 5,00,000
• On all officer in default: Rs. 5,00,000 each
Reduction in penalties:
Upon hearing the appeal, the RD reviewed the circumstances and consider all the submission made by the company. Concerned RD is of the view that there is no merit in the appeal, and accordingly, the adjudication order dated 26/06/2024 passes by the ROC, Mumbai is “CONFIRMED” under section 454 (7) of the Act. 
Any Benefit of Section 446B of Companies Act
Section 446B of the Companies Act, 2013, provides for lesser penalties in cases involving small companies and startups. However, in this case, Graham Firth Steel Products (India) Limited & ORS is outside the scope of section 446B of the companies Act. 
To conclude:
The case of Graham Firth Steel Products (India) Limited & ORS highlights the critical importance of timely compliance with the annual filing requirements under Section 92 of the Companies Act, 2013. While non-compliance can lead to significant penalties, the appeal process may offer an opportunity for reduction, provided that there are justifiable circumstances.
Download MCA Adjudication Order:

In this article, we will take you through the mandatory annual filing requirements under Section 92 of the Companies Act, 2013, which mandates that every company, must file an Annual Return with the Registrar of Companies (ROC) in Form MGT-7 within 60 days from the date of the Annual General Meeting (AGM). The return must include details such as the company’s registered office, principal business activities, shareholding pattern, indebtedness, and details of directors and key managerial personnel. For listed companies and certain prescribed entities, the return must be certified by a Company Secretary in Practice. This provision ensures transparency, regulatory compliance, and corporate governance.

Applicable Provisions

The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the MCA adjudication of penalties for defaulting in filling of its financial statement for the Financial Year 2018-19. The matter was brought before the Regional Director (WR), Mumbai, for consideration.

Facts of the Case with ROC and RD

Graham Firth Steel Products (India) Limited & ORS, a company registered under the Companies Act, 1956, with its registered office in Mumbai, was found to be in default of section 92 of the Companies Act 2013. The ROC issued a show cause notice dated 12.03.2020 to the company and its directors, calling them to show cause for non-filling of such documents.

The company has failed to file a copy of annual return with the ROC for the FY 2018-19 within a period of sixty days as per the provision of section 92 of the companies Act 2013. The period of default is calculated from 3/10/2019 till the date of dispatch of the SCN date 12/03/2020. The default period is thus calculated to be at a total of 103 days.

The Registrar of Companies (ROC) considering the facts and circumstances-imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD). The hearing was attended by the company's representative, and contended that the:

• SCN was issued during the peak period of CVID-19 which is not justified .

• A reasonable opportunity of being heard was not given to the appellants for committing alleged default.

• However, appellants have complied with the said section by filling MGT-7 with the additional fee on 05/01/2023 before receiving adjudication order dated 26/06/2024.

• Appellants were directed by the Hon’ble NCLT by their interim order dated 13/12/2017 stating that respondent shall not convene any general meeting and Extra general meeting without special leave of this tribunal and without sufficient notice to all the members.

ROC, Mumbai further stated that:

• There is crystal clear default on the part of the company and its directors.

• Due date of filling Annual Return under the section 92 of the Act 29/11/2019 i.e. prior to the outbreak of COVID-19 pandemic.

• No reply has been received from the company and its directors as on the date except the show cause notice dated12/03/2020

• Hon’ble NCLT had given liberty that the general meeting and Extra- Ordinary General Meeting cannot be convened without a specific leave of the tribunal. Thus, the company could have obtained the leave.

Imposed Penalty

The ROC after considering the fact and circumstances of the case levied penalties. The penalty amount was determined based on the company's failure to comply with the relevant legal requirements. The details of the penalty, are as follows:

• On Company: Rs, 5,00,000

• On all officer in default: Rs. 5,00,000 each

Reduction in penalties:

Upon hearing the appeal, the RD reviewed the circumstances and consider all the submission made by the company. Concerned RD is of the view that there is no merit in the appeal, and accordingly, the adjudication order dated 26/06/2024 passes by the ROC, Mumbai is “CONFIRMED” under section 454 (7) of the Act.

Any Benefit of Section 446B of Companies Act

Section 446B of the Companies Act, 2013, provides for lesser penalties in cases involving small companies and startups. However, in this case, Graham Firth Steel Products (India) Limited & ORS is outside the scope of section 446B of the companies Act.

To conclude:

The case of Graham Firth Steel Products (India) Limited & ORS highlights the critical importance of timely compliance with the annual filing requirements under Section 92 of the Companies Act, 2013. While non-compliance can lead to significant penalties, the appeal process may offer an opportunity for reduction, provided that there are justifiable circumstances.