Result Of Non-Filing Form AOC 4 And MGT-7 Within Time Period

Result Of Non-Filing Form AOC 4 And MGT-7 Within Time Period. In this article we will take you through the mandatory provisions under Section 92 of the companies Act, 2013 every company shall prepare return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year.
Section 137(1) of the Companies Act, 2013 mandates that every company must file its financial statements, including consolidated financial statements (if applicable), with the Registrar of Companies (ROC) within 30 days from the date of the Annual General Meeting (AGM). The financial statements must be duly adopted at the AGM and filed in the prescribed manner along with necessary fees. In case a company does not hold an AGM (such as a One Person Company or certain private companies), the financial statements must be filed within 30 days from the due date of the AGM as per law. For listed companies and certain specified classes, financial statements must also be placed on their website.
Applicable Provision:
Section 92(1) of the Companies Act, 2013 mandates that every company, except a One Person Company (OPC) and small companies (subject to certain conditions), must prepare an Annual Return in the prescribed format, containing details such as its registered office, principal business activities, shareholding pattern, indebtedness, details of directors, key managerial personnel, and other required disclosures. The Annual Return must be duly signed by a director and the company secretary, or in the absence of a company secretary, by a practicing company secretary.
Section 92(4) requires that the Annual Return be filed with the Registrar of Companies (ROC) within 60 days from the date of the Annual General Meeting (AGM). If a company is not required to hold an AGM, the return must be filed within 60 days from the date on which the AGM should have been held as per the legal provisions. The return must be filed in the prescribed form along with applicable fees.
Section 92(5) provides penalties for non-compliance with the filing of the Annual Return. If any company fails to file its annual return under sub-section (4), before the expiry of the period specified, such company and its every officer who is in default shall be liable to a penalty of  ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default.
Section 137(1) requires that every company must file its Financial Statements, including consolidated financial statements (if applicable), with the ROC within 30 days from the date of the AGM. The financial statements must be duly adopted at the AGM and filed in the prescribed format. If the AGM is not held, the financial statements must still be filed within 30 days from the due date of the AGM. Listed companies and certain other specified companies must also place their financial statements on their website. This provision ensures financial transparency and accountability by making corporate financial records accessible to regulatory authorities and stakeholders.
Fact of the Case:
RAJ HOSPITALITY PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, with CIN U55101GA2001PTC002952 and registered in Goa, faced adjudication proceedings for violating section 92 and section 137 of the Companies Act, 2013. The Registrar of Companies, Goa, after due consideration, imposed a penalty on the company and its officers for non-compliance.
From the master data of the company, ROC has observed that company has filled its financial statement and annual returns on 01.04.2019 for financial year ending 31.03.2017.  But returns for the financial year ending 31.03.2018 are not filled and default continues.
Further, as per ROC record, one of the directors is disqualified under section 164(2) (a) of the companies Act 2013 for the period from 01.11.2016 to 31.10.2021. Therefore, the penalty is not being imposed on him.
Penalty Imposed by Registrar of Companies on Company and Officers in Default:
After considering all the facts and circumstances the ROC, Goa has imposed penalty as per table below:

Violation of Section

Penalty Imposed on the company

Penalty imposed by ROC

Revised Penalty imposed by RD

For Financial Statement U/S 137 - No of days of default is 189 days

Non -Compliance; Returns for the financial year ending 31.03.2018 are not filed and default continues

Company

1,89,000

47,250

Director 1

1,89,000

29,725

Director 2

1,89,000

29,725

Director 3

1,89,000

29,725

Violation of Section

Penalty Imposed on the company

Penalty imposed by ROC

Revised Penalty imposed by RD

For Financial Statement U/S 92 – No of days of default is 160 days

Non -Compliance; Returns for the financial year ending 31.03.2018 are not filed and default continues

Company

66,000

16,500

Director 1

66,000

16,500

Director 2

66,000

16,500

Director 3

66,000

16,500

Reduction in Penalty on Appeal if any
The company, dissatisfied with the penalty imposed, filed an appeal under Section 454(5) of the Companies Act, 2013, before the Regional Director (Western Region), Mumbai. Concerned RD provide hearing to the appellants through video conference on 12.11.2021 and Mr. Sadashiv V Shet represent on the behalf of the appellants’ company.
Authorised representative prays that the financial statements and annual returns filed be requested to be approved and taken on record and the delay be condoned and withdraw the order of Adjudication of penalty as the amount of penalty awarded will put further financial burden on the directors of the company as they are already facing financial problems due to the ongoing pandemic.
Exemption to Startup/Small Company/OPC Under Section 446B if any
Section 446B of the Companies Act, 2013 provides relief in penalties for small companies, One Person Companies (OPCs), startups, and producer companies in case of non-compliance with certain provisions of the Act. This section states that if any such company fails to comply with a provision that imposes a penalty, the penalty amount shall be reduced to 50% of what is prescribed for other companies. Additionally, the maximum penalty for the company shall not exceed ?2 lakh, while for an officer in default, it shall not exceed ?1 lakh. However, this relaxation applies only to penalties and not to fines or imprisonment prescribed under the Act.
Though in this case RD had reduced the penalty considering the other points mentioned by appellant company.
Conclusion
The case of RAJ HOSPITALITY PRIVATE LIMITED highlights the importance of strict adherence to statutory provisions under the Companies Act, 2013. While the appellate authority provided some relief by reducing the penalties, companies must ensure compliance to avoid unnecessary legal and financial consequences. Furthermore, startups, small companies, and OPCs should be aware of the benefits available under Section 446B, which may provide relief in penalty-related matters.
Download MCA Adjudication Orders

In this article we will take you through the mandatory provisions under Section 92 of the companies Act, 2013 every company shall prepare return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year.

Section 137(1) of the Companies Act, 2013 mandates that every company must file its financial statements, including consolidated financial statements (if applicable), with the Registrar of Companies (ROC) within 30 days from the date of the Annual General Meeting (AGM). The financial statements must be duly adopted at the AGM and filed in the prescribed manner along with necessary fees. In case a company does not hold an AGM (such as a One Person Company or certain private companies), the financial statements must be filed within 30 days from the due date of the AGM as per law. For listed companies and certain specified classes, financial statements must also be placed on their website.

Applicable Provision:

Section 92(1) of the Companies Act, 2013 mandates that every company, except a One Person Company (OPC) and small companies (subject to certain conditions), must prepare an Annual Return in the prescribed format, containing details such as its registered office, principal business activities, shareholding pattern, indebtedness, details of directors, key managerial personnel, and other required disclosures. The Annual Return must be duly signed by a director and the company secretary, or in the absence of a company secretary, by a practicing company secretary.

Section 92(4) requires that the Annual Return be filed with the Registrar of Companies (ROC) within 60 days from the date of the Annual General Meeting (AGM). If a company is not required to hold an AGM, the return must be filed within 60 days from the date on which the AGM should have been held as per the legal provisions. The return must be filed in the prescribed form along with applicable fees.

Section 92(5) provides penalties for non-compliance with the filing of the Annual Return. If any company fails to file its annual return under sub-section (4), before the expiry of the period specified, such company and its every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default.

Section 137(1) requires that every company must file its Financial Statements, including consolidated financial statements (if applicable), with the ROC within 30 days from the date of the AGM. The financial statements must be duly adopted at the AGM and filed in the prescribed format. If the AGM is not held, the financial statements must still be filed within 30 days from the due date of the AGM. Listed companies and certain other specified companies must also place their financial statements on their website. This provision ensures financial transparency and accountability by making corporate financial records accessible to regulatory authorities and stakeholders.

Fact of the Case:

RAJ HOSPITALITY PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, with CIN U55101GA2001PTC002952 and registered in Goa, faced adjudication proceedings for violating section 92 and section 137 of the Companies Act, 2013. The Registrar of Companies, Goa, after due consideration, imposed a penalty on the company and its officers for non-compliance.

From the master data of the company, ROC has observed that company has filled its financial statement and annual returns on 01.04.2019 for financial year ending 31.03.2017. But returns for the financial year ending 31.03.2018 are not filled and default continues.

Further, as per ROC record, one of the directors is disqualified under section 164(2) (a) of the companies Act 2013 for the period from 01.11.2016 to 31.10.2021. Therefore, the penalty is not being imposed on him.

Penalty Imposed by Registrar of Companies on Company and Officers in Default:

After considering all the facts and circumstances the ROC, Goa has imposed penalty as per table below:

Violation of Section	Penalty Imposed on the company	Penalty imposed by ROC	Revised Penalty imposed by RD
For Financial Statement U/S 137 - No of days of default is 189 days
Non -Compliance; Returns for the financial year ending 31.03.2018 are not filed and default continues	Company	1,89,000	47,250
	Director 1	1,89,000	29,725
	Director 2	1,89,000	29,725
	Director 3	1,89,000	29,725

Violation of Section	Penalty Imposed on the company	Penalty imposed by ROC	Revised Penalty imposed by RD
For Financial Statement U/S 92 – No of days of default is 160 days
Non -Compliance; Returns for the financial year ending 31.03.2018 are not filed and default continues	Company	66,000	16,500
	Director 1	66,000	16,500
	Director 2	66,000	16,500
	Director 3	66,000	16,500

Reduction in Penalty on Appeal if any

The company, dissatisfied with the penalty imposed, filed an appeal under Section 454(5) of the Companies Act, 2013, before the Regional Director (Western Region), Mumbai. Concerned RD provide hearing to the appellants through video conference on 12.11.2021 and Mr. Sadashiv V Shet represent on the behalf of the appellants’ company.

Authorised representative prays that the financial statements and annual returns filed be requested to be approved and taken on record and the delay be condoned and withdraw the order of Adjudication of penalty as the amount of penalty awarded will put further financial burden on the directors of the company as they are already facing financial problems due to the ongoing pandemic.

Exemption to Startup/Small Company/OPC Under Section 446B if any

Section 446B of the Companies Act, 2013 provides relief in penalties for small companies, One Person Companies (OPCs), startups, and producer companies in case of non-compliance with certain provisions of the Act. This section states that if any such company fails to comply with a provision that imposes a penalty, the penalty amount shall be reduced to 50% of what is prescribed for other companies. Additionally, the maximum penalty for the company shall not exceed ?2 lakh, while for an officer in default, it shall not exceed ?1 lakh. However, this relaxation applies only to penalties and not to fines or imprisonment prescribed under the Act.

Though in this case RD had reduced the penalty considering the other points mentioned by appellant company.

Conclusion

The case of RAJ HOSPITALITY PRIVATE LIMITED highlights the importance of strict adherence to statutory provisions under the Companies Act, 2013. While the appellate authority provided some relief by reducing the penalties, companies must ensure compliance to avoid unnecessary legal and financial consequences. Furthermore, startups, small companies, and OPCs should be aware of the benefits available under Section 446B, which may provide relief in penalty-related matters.