ROC Waives Penalty in Annual Return Filing Default Case Citing Voluntary Compliance 

The Registrar of Companies (ROC) Chennai has taken legal action against Net Carbon Vision Private Limited and its directors for non-compliance with Section 92(5) of the Companies Act, 2013. The action has been taken through an order of adjudication dated March 11, 2026.

On April 27, 2025, the disputed company and its directors had filed the e-form GNL-1, along with a physical copy of the voluntarily filed adjudication application under Section 454 of the Companies Act, 2013, accepting the non-compliance committed by them under Section 92(4) of the Companies Act, 2013.

The provision of Section 92(4) of the Companies Act, 2013, mandates a company to furnish a copy of the annual return with the Registrar within the period of 60 days from the date on which the annual general meeting was held. In the present case, the annual general meeting of the company was held on April 04, 2025; however, the company furnished its annual return on May 12, 2025, which is clearly beyond the allowed time limit. This concluded in the contravention of the said section; hence, the company became liable for penal action under Section 92(5).

During the proceedings, the company explained that the delay was unintentional and requested relief. When the case was reviewed, the adjudicating officer noted that the company had already corrected the default before the issuance of any official notice and also informed about the same voluntarily. Therefore, considering the same, the authority decided not to impose any penalty on the company or its directors under Section 454(2) of the Act. But the company has still been directed to rectify any applicable compliance or procedural requirements within 90 days of receiving the order.