ROC: Company and Directors Penalised for 245-Day Delay in Filing Annual Returns

The Registrar of Companies (ROC), acting as the Adjudicating Officer, initiated proceedings against Sri Narayani Benefit Fund Nidhi Limited and its officers in default. The company was found to violates Section 92(4) of the Companies Act, 2013, which mandates the filing of annual returns within sixty days from the date on which the Annual General Meeting (AGM) is held.

The company failed to file its annual return for the financial year ending March 31, 2021. Despite an adjudication notice and the opportunity for a physical hearing, the company failed to rectify the non-compliance or give a satisfactory justification for the delay.

Main Issue: Whether the company and its directors are liable for penalties under Section 92(5) of the Companies Act, 2013, for the continuous failure to file the mandatory Annual Return (Form MGT-7) for the Financial Year 2020-21.

ROC Decided: The Adjudicating Officer imposed a total penalty of Rs. 1,41,800 on the company and its three directors. Under Section 92(5), the penalty is calculated at ten thousand rupees plus one hundred rupees for each day during which the failure continues, subject to a maximum cap. For the 318 days of delay, the Company was fined Rs. 41,800, while the three directors were each fined Rs. 33,333, which is the maximum limit for officers in default.

The ROC directed that the directors must pay the penalty from their personal sources and warned of further penal consequences under Section 454(8) if the amount is not deposited within the stipulated timeframe.

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