What is the fees & penalty for delay in filing Annual Return (MGT 7) with MCA

What is the fees & penalty for delay in filing Annual Return (MGT 7) with MCA . If the companies fail to file the form, they can still file after 60 days, but with an additional fee of Rs. 100 per day. In case of non-filing the form, both the company and all the directors are liable to penalty.
Section 92 of the Companies Act, 2013 mandates every company to prepare an Annual Return, which provides a comprehensive snapshot of the company's particulars as of the financial year's end. This return includes details such as the company's registered office, principal business activities, shareholding structure, members, debenture holders, and any changes in directorship. It must be filed with the Registrar of Companies (ROC) in Form MGT-7 within 60 days from the Annual General Meeting (AGM). In the case of listed companies and certain prescribed entities, the return must also be certified by a Company Secretary in Practice. Non-compliance with Section 92 can result in penalties on both the company and its officers.
Applicable Provisions
The MCA adjudication order involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the adjudication of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (WR), Mumbai, for consideration.
Facts of the Case with ROC and RD
In Optimates Textile Industries Limited, ROC vide adjudication order dated 11/12/2023 held that the company and its officers who have defaulted liable for penalty under section 92(5) of the Act from 30/11/2019 to 20/10/2020 for not filling annual return for the financial year 2018-19 within 60 days from the date of Annual General Meeting in pursuance of Section 96 of the Act.
Considering the fact and circumstances of the case, Registrar of Companies (ROC) imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD) and an opportunity of being heard was given by the RD to appellants on 20/06/2024. The authorised representative has admitted the contravention of section 92 of the Act. Further stated that the:

One of the additional directors ceased on 30/09/2014 as per section 161 of the Act. Therefore, penalty should not be levied upon him.

Notice was sent to the company and one Mr. Mohit Bery, director of the company. It is nowhere mentioned in the order that notice was sent to the appellant.

The learned ROC has not given an opportunity of being heard or submit explanations.

ROC further stated that:

Notices were sent to the company and all officers in default and penalty has been levied upon all officers in default during the period of violation.

Pursuant to section 167 read with section 170 (2) read with rule 18 of Companies (Appointment & Qualification of directors) Rules, 2014, the company ought to have filed DIR-12 informing the vacation of Ganesh S. Saindane.

Imposed Penalty
Considering all the facts, circumstances and all the submission made by the company, the adjudicating authority had imposed penalty as follows:

Relevant Periods

To whom penalty imposed

First Default

Default Continues

Total Penalty Levied

Maximum Penalty

326 days

On Company

50,000

326*100=32,600

82,600

5,00,000

On 1ST director

50,000

326*100=32,600

82,600

5,00,000

On 2nd director

50,000

326*100=32,600

82,600

5,00,000

Reduction in Penalties, If any
Taking into account the adjudication order of the ROC, submission made by the appellant in his application as well as oral submissions of the authorised representative during the hearing and further letter of the concerned ROC, concerned RD is of view that  there is no merit in the appeal, and accordingly, the adjudication order dated 11/12/2023 passed by ROC, Mumbai is confirmed.
Any Benefit of Section 446B of Companies Act
Section 446B of the Companies Act, 2013 provides a significant relief mechanism for small companies and start-ups by reducing the penalty burden for certain non-compliances. Under this provision, if a small company or a start-up commits a default for which a penalty is prescribed under the Act, the penalty imposed shall not be more than half of the specified penalty, subject to a maximum limit. In adjudication matter of Optimates Textile Industries Limited, being a public company do not qualify to claim the benefit of section 446B of the companies Act 2013.
Takeways:
From the above case, it is apparent that Optimates Textile Industries Limited Ltd failed to comply with the provisions of Section 92 of the Companies Act, 2013, leading to adjudication by the Registrar of Companies (ROC). After getting order from the concerned ROC, an appeal filled by the company to claiming various points just not fair on the grounds of ROC order. Though after considering all the facts and submissions made by the company, RD dismissed the appeal as there was no merit in the same.
Download MCA Adjucation Order

If the companies fail to file the form, they can still file after 60 days, but with an additional fee of Rs. 100 per day. In case of non-filing the form, both the company and all the directors are liable to penalty.

Section 92 of the Companies Act, 2013 mandates every company to prepare an Annual Return, which provides a comprehensive snapshot of the company's particulars as of the financial year's end. This return includes details such as the company's registered office, principal business activities, shareholding structure, members, debenture holders, and any changes in directorship. It must be filed with the Registrar of Companies (ROC) in Form MGT-7 within 60 days from the Annual General Meeting (AGM). In the case of listed companies and certain prescribed entities, the return must also be certified by a Company Secretary in Practice. Non-compliance with Section 92 can result in penalties on both the company and its officers.

Applicable Provisions

The MCA adjudication order involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the adjudication of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (WR), Mumbai, for consideration.

Facts of the Case with ROC and RD

In Optimates Textile Industries Limited, ROC vide adjudication order dated 11/12/2023 held that the company and its officers who have defaulted liable for penalty under section 92(5) of the Act from 30/11/2019 to 20/10/2020 for not filling annual return for the financial year 2018-19 within 60 days from the date of Annual General Meeting in pursuance of Section 96 of the Act.

Considering the fact and circumstances of the case, Registrar of Companies (ROC) imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD) and an opportunity of being heard was given by the RD to appellants on 20/06/2024. The authorised representative has admitted the contravention of section 92 of the Act. Further stated that the:

One of the additional directors ceased on 30/09/2014 as per section 161 of the Act. Therefore, penalty should not be levied upon him.
Notice was sent to the company and one Mr. Mohit Bery, director of the company. It is nowhere mentioned in the order that notice was sent to the appellant.
The learned ROC has not given an opportunity of being heard or submit explanations.

ROC further stated that:

Notices were sent to the company and all officers in default and penalty has been levied upon all officers in default during the period of violation.
Pursuant to section 167 read with section 170 (2) read with rule 18 of Companies (Appointment & Qualification of directors) Rules, 2014, the company ought to have filed DIR-12 informing the vacation of Ganesh S. Saindane.

Imposed Penalty

Considering all the facts, circumstances and all the submission made by the company, the adjudicating authority had imposed penalty as follows:

Relevant Periods	To whom penalty imposed	First Default	Default Continues	Total Penalty Levied	Maximum Penalty
326 days	On Company	50,000	326*100=32,600	82,600	5,00,000
	On 1^ST director	50,000	326*100=32,600	82,600	5,00,000
	On 2^nd director	50,000	326*100=32,600	82,600	5,00,000

Reduction in Penalties, If any

Taking into account the adjudication order of the ROC, submission made by the appellant in his application as well as oral submissions of the authorised representative during the hearing and further letter of the concerned ROC, concerned RD is of view that there is no merit in the appeal, and accordingly, the adjudication order dated 11/12/2023 passed by ROC, Mumbai is confirmed.

Any Benefit of Section 446B of Companies Act

Section 446B of the Companies Act, 2013 provides a significant relief mechanism for small companies and start-ups by reducing the penalty burden for certain non-compliances. Under this provision, if a small company or a start-up commits a default for which a penalty is prescribed under the Act, the penalty imposed shall not be more than half of the specified penalty, subject to a maximum limit. In adjudication matter of Optimates Textile Industries Limited, being a public company do not qualify to claim the benefit of section 446B of the companies Act 2013.

Takeways:

From the above case, it is apparent that Optimates Textile Industries Limited Ltd failed to comply with the provisions of Section 92 of the Companies Act, 2013, leading to adjudication by the Registrar of Companies (ROC). After getting order from the concerned ROC, an appeal filled by the company to claiming various points just not fair on the grounds of ROC order. Though after considering all the facts and submissions made by the company, RD dismissed the appeal as there was no merit in the same.