What is the penalty for non filing annual return as per sec 92 under Companies Act 2013

What is the penalty for non filing annual return as per sec 92 under Companies Act 2013. Annual Filling is a mandatory compliance for any company irrespective of their size, nature and location. As we can observe in this MCA adjudication order in which a company has failed to file a copy of annual return with the ROC for the FY 2018-19 within the prescribed period.
As per Section 92 of the Companies Act, 2013 every company, must provide a snapshot of the company’s key details, including its registered office, principal business activities, shareholding structure, indebtedness, members, directors, and any changes therein. It must be filed in the prescribed form (MGT-7 or MGT-7A for small companies and OPCs) within 60 days from the annual general meeting (AGM) or the due date for holding the AGM. This section ensures corporate transparency and accountability, and non-compliance may attract penalties as specified under the Act.
Applicable Provisions
The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the MCA adjudication of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (ER), Hyderabad, for consideration.
Facts of the Case with ROC and RD
In The Kutch Salt and Allied Industries Limited & ORS, concerned ROC had passed adjudication order dated 11/12/2023 for violation of section 92 of the companies Act 2013.
ROC in his adjudication order held that company and its officers in default, who have defaulted liable for penalty under section 92(5) of the act from 30/112019 to 27/10/2020 for not filling annual return for the Financial Year 2018-19 within a period of 60 days from the date of Annual General Meeting in pursuance of Section 96 of the Act.
The 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 13/06/2024.The authorised representative on the behalf of the company stated that the:-

The company was listed with the BSE. However, vide notice dated 24/01/2018 it was informed by BSE that the appellant company would be delisted from the platform of the exchange w.e.f 31/01/20218. Base on such notice the appellant company requested the ROC to carry out necessary modifications in the master data to change the status from listed to unlisted.

Their consultant advised them not to proceed with the uploading of returns in the MCA portal unless the data required medication as requested is carried out in the master data as it will lead to furnishings of information under wrong status. Due to this they could not upload the annual return in the MCA portal within the prescribed time period.

ROC Mumbai further stated that the:

Company stated that they are in receipt of SCN dated 28/10/2020. However instead of replying to the said SCN, company has stated that they have sent letter dated 13/07/2020 and reminder dated 19/11/2020 for changing the status of the company which is not a valid reason.

Penalty has been imposed on the officers during the violation period.

The company has not failed to submit a board Resolution and copy of e-form GNL-03.

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

Violation of Section

To whom penalty imposed

Maximum Penalty

Section 92 of the companies Act 2013

On Company

5,00,000

On 7 directors

5,00,000 each

Reduction in Penalty
Takinng into the consideration the adjudication order of the ROC and the submission made by the appellant in his application as well as the oral submissions of the authorised representative during the hearing and further letter of 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 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 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 this adjudication matter of The Kutch Salt and Allied Industries Limited & ORS company being a listed company does not fall under the criteria of section 446B of the companies Act 2013.
Findings: -
In conclusion, the appeal under Section 454(5) of the Companies Act, 2013, was carefully examined by the Regional Director and considering all the fact and circumstances RD is of view that there is no merit in the appeal and accordingly order of ROC get confirmed. This order also highlights that the company can not escape from the mandatory compliance like annual filling in any circumstances.
Download MCA Adjudication Order

Annual Filling is a mandatory compliance for any company irrespective of their size, nature and location. As we can observe in this MCA adjudication order in which a company has failed to file a copy of annual return with the ROC for the FY 2018-19 within the prescribed period.

As per Section 92 of the Companies Act, 2013 every company, must provide a snapshot of the company’s key details, including its registered office, principal business activities, shareholding structure, indebtedness, members, directors, and any changes therein. It must be filed in the prescribed form (MGT-7 or MGT-7A for small companies and OPCs) within 60 days from the annual general meeting (AGM) or the due date for holding the AGM. This section ensures corporate transparency and accountability, and non-compliance may attract penalties as specified under the Act.

Applicable Provisions

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

Facts of the Case with ROC and RD

In The Kutch Salt and Allied Industries Limited & ORS, concerned ROC had passed adjudication order dated 11/12/2023 for violation of section 92 of the companies Act 2013.

ROC in his adjudication order held that company and its officers in default, who have defaulted liable for penalty under section 92(5) of the act from 30/112019 to 27/10/2020 for not filling annual return for the Financial Year 2018-19 within a period of 60 days from the date of Annual General Meeting in pursuance of Section 96 of the Act.

The 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 13/06/2024.The authorised representative on the behalf of the company stated that the:-

The company was listed with the BSE. However, vide notice dated 24/01/2018 it was informed by BSE that the appellant company would be delisted from the platform of the exchange w.e.f 31/01/20218. Base on such notice the appellant company requested the ROC to carry out necessary modifications in the master data to change the status from listed to unlisted.
Their consultant advised them not to proceed with the uploading of returns in the MCA portal unless the data required medication as requested is carried out in the master data as it will lead to furnishings of information under wrong status. Due to this they could not upload the annual return in the MCA portal within the prescribed time period.

ROC Mumbai further stated that the:

Company stated that they are in receipt of SCN dated 28/10/2020. However instead of replying to the said SCN, company has stated that they have sent letter dated 13/07/2020 and reminder dated 19/11/2020 for changing the status of the company which is not a valid reason.
Penalty has been imposed on the officers during the violation period.
The company has not failed to submit a board Resolution and copy of e-form GNL-03.

Imposed Penalty

Considering all the facts, circumstances and all the submission made by the company, the adjudicating authority had imposed penalty on companies and officers in default as follows:

Violation of Section	To whom penalty imposed	Maximum Penalty
Section 92 of the companies Act 2013	On Company	5,00,000
Section 92 of the companies Act 2013	On 7 directors	5,00,000 each

Reduction in Penalty

Takinng into the consideration the adjudication order of the ROC and the submission made by the appellant in his application as well as the oral submissions of the authorised representative during the hearing and further letter of 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 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 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 this adjudication matter of The Kutch Salt and Allied Industries Limited & ORS company being a listed company does not fall under the criteria of section 446B of the companies Act 2013.

Findings: -

In conclusion, the appeal under Section 454(5) of the Companies Act, 2013, was carefully examined by the Regional Director and considering all the fact and circumstances RD is of view that there is no merit in the appeal and accordingly order of ROC get confirmed. This order also highlights that the company can not escape from the mandatory compliance like annual filling in any circumstances.