Who will file MGT-7 or MGT-7A and what is the due date?

Who will file MGT-7 or MGT-7A and what is the due date?. In Victor Impex Limited company has failed to file a copy of annual return with ROC for the FY 2018-19 within 60 days as per the provision of section 92 of the companies Act which leads to penalty for both company and officers in default.
Every company must prepare an annual return with key details about its business as of the financial year's end. This includes information about its registered office, business activities, ownership structure, shareholding pattern, directors, key personnel, meetings, penalties, and compliance details.
For listed companies and those meeting certain financial criteria, a company secretary in practice must certify the return. Companies must also upload it on their website, if they have one.
The annual return must be filed with the Registrar within 60 days of the Annual General Meeting (AGM). If a company fails to file it on time, penalties apply, increasing daily until a maximum limit is reached. A company secretary who wrongly certifies the return may also face penalties.
Special provisions apply to One Person Company, small company , and startups, allowing for an abridged version and different signing requirements
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 Victor Impex Limited, ROC vide adjudication order dated 26/12/2023 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 27/10/2020 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 11/06/2024. The authorised representative has admitted the contravention of section 92 of the Act. Further stated that the:

The delay in filing the annual return for the FY 2018-19 was completely inadvertent and unintentional. There was no fraudulent or mala fide intentional.

That annual return has been filed by the company under the Companies Fresh Start Scheme (CFSS), 2020 and immunity certificate was issued by MCA to the company and its directors.

ROC further stated via letter dated 03/06/2024 that the circular issued by the Ministry in view of COVID outbreak since March 2020 does not pertain to period of default and further concluded that the appeal filed by the company is not maintainable.
The appellants vide letter dated 12/06/2024 has submitted an immunity certificate issued by the MCA under CFSS-2020 along with other necessary filing related to CFSS 2020.
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

333 days

On Company

50,000

333*1000

83,300

5,00,000

On 1ST director

50,000

333*1000

83,300

5,00,000

On 2nd director

50,000

333*1000

83,300

5,00,000

On 3rd director

50,000

356*1000

83,300

5,00,000

Reduction in Penalties, If any
Taking into account the adjudication order of the ROC, submission made by the appellant in their 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 ROC Mumbai’s Adjudication Order dated 26/12/2023 is ‘set Aside” under 454(7) of the companies Act 2013 as he has failed to give benefit of immunity granted by MCA to the company an its director .
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 Victor Impex Limited, being a public company do not qualify to claim the benefit of section 446B of the companies Act 2013.
Takeaways:
From the above case, it is apparent that Victor Impex Limited 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 Adjudication Order

In Victor Impex Limited company has failed to file a copy of annual return with ROC for the FY 2018-19 within 60 days as per the provision of section 92 of the companies Act which leads to penalty for both company and officers in default.

Every company must prepare an annual return with key details about its business as of the financial year's end. This includes information about its registered office, business activities, ownership structure, shareholding pattern, directors, key personnel, meetings, penalties, and compliance details.

For listed companies and those meeting certain financial criteria, a company secretary in practice must certify the return. Companies must also upload it on their website, if they have one.

The annual return must be filed with the Registrar within 60 days of the Annual General Meeting (AGM). If a company fails to file it on time, penalties apply, increasing daily until a maximum limit is reached. A company secretary who wrongly certifies the return may also face penalties.

Special provisions apply to One Person Company, small company , and startups, allowing for an abridged version and different signing requirements

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 Victor Impex Limited, ROC vide adjudication order dated 26/12/2023 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 27/10/2020 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 11/06/2024. The authorised representative has admitted the contravention of section 92 of the Act. Further stated that the:

The delay in filing the annual return for the FY 2018-19 was completely inadvertent and unintentional. There was no fraudulent or mala fide intentional.
That annual return has been filed by the company under the Companies Fresh Start Scheme (CFSS), 2020 and immunity certificate was issued by MCA to the company and its directors.

The appellants vide letter dated 12/06/2024 has submitted an immunity certificate issued by the MCA under CFSS-2020 along with other necessary filing related to CFSS 2020.

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
333 days	On Company	50,000	333*1000	83,300	5,00,000
	On 1^ST director	50,000	333*1000	83,300	5,00,000
	On 2^nddirector	50,000	333*1000	83,300	5,00,000
	On 3^rd director	50,000	356*1000	83,300	5,00,000

Reduction in Penalties, If any

Taking into account the adjudication order of the ROC, submission made by the appellant in their 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 ROC Mumbai’s Adjudication Order dated 26/12/2023 is ‘set Aside” under 454(7) of the companies Act 2013 as he has failed to give benefit of immunity granted by MCA to the company an its director .

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 Victor Impex Limited, being a public company do not qualify to claim the benefit of section 446B of the companies Act 2013.

Takeaways:

From the above case, it is apparent that Victor Impex Limited 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.