Avoid Penalties : File Your Annual Return on Time

Introduction

cAs per Section 92 of the Companies Act, 2013, every company is required to file its Annual Return within 60 days from the date of its Annual General Meeting (AGM). Non-compliance can lead to substantial penalties.

In a recent case, the Registrar of Companies (ROC), Mumbai imposed a penalty of ₹4,53,200 on a Private Limited Company and its directors for failing to file the Annual Return for FY 2020–21. This action highlights the serious consequences of delayed filings and the importance of maintaining regulatory compliance.

If your company has not yet filed its Annual Return, don’t wait any longer. Connect with the experts at IndiaFilings today and ensure your return is filed with the Ministry of Corporate Affairs (MCA)—protecting your business from avoidable fines and preserving its good standing

MCA Imposes ₹4.53 Lakh Penalty for Non-Filing of Annual Return

The Ministry of Corporate Affairs (MCA) has imposed a penalty of ₹4,53,200 on a Private Limited Company and its directors for failing to file the Annual Return for FY 2020–21, as required under Section 92 of the Companies Act, 2013.

Why Was the Penalty Imposed?

1. Failure to File Annual Return

The company was required to file its Annual Return within 60 days of its Annual General Meeting (AGM). The due date was January 29, 2022, but the return was filed only on August 19, 2024—a delay of 932 days.

2. Ignored Show Cause Notice

The MCA issued a Show Cause Notice (SCN) on August 19, 2024, to the company and its directors, seeking an explanation for the delay. However, neither the company nor the directors responded, and the notices were returned undelivered.

3. Penalty Calculation by Adjudicating Officer

Under Section 92(5) of the Act, the penalties for non-filing are:

₹10,000 initial penalty
₹100 per day of continued default
Maximum: ₹2,00,000 for the company and ₹50,000 for each officer in default

Based on 932 days of delay, the total penalties were:

Company: ₹1,03,200
7 Directors: ₹50,000 each
Total Penalty: ₹4,53,200

Consequences of Non-Payment

Under Section 454(8) of the Companies Act:

The company may face an additional fine of ₹25,000 to ₹5,00,000
Directors may face imprisonment up to 6 months, a fine between ₹25,000 and ₹1,00,000, or both

Required Next Steps

To regularize the default:

The penalty must be paid through the MCA Portal within 60 days
File Form INC-28 along with proof of payment

What Is an Annual Return?

An Annual Return is a mandatory statutory document that every company must file with the Registrar of Companies (ROC), as per Section 92 of the Companies Act, 2013. It offers a comprehensive snapshot of the company’s structure, financial position, and compliance status at the close of each financial year. Filing the Annual Return is essential for ensuring transparency and upholding corporate accountability.

Key Information Included in an Annual Return

The Annual Return must be prepared in the prescribed format and include the following details as of the financial year-end:

Company Information: Registered office address, principal business activities, and details of holding, subsidiary, and associate companies.
Shareholding and Securities: Details of shares, debentures, other securities, and the shareholding pattern.
Members & Debenture Holders: List of members and debenture holders, including any changes since the previous year.
Management Details: Names and particulars of promoters, directors, and key managerial personnel (KMP), including any updates during the year.
Meeting Records: Information about meetings of members, the Board, and its committees, including attendance details.
Remuneration Details: Compensation paid to directors and key managerial personnel.
Penalties & Legal Matters: Disclosure of any penalties, punishments, compounding of offenses, and related appeals.
Compliance Certifications & Disclosures: Information regarding regulatory compliance and mandatory disclosures.
Foreign Investment: Details of shares held by or on behalf of Foreign Institutional Investors (FIIs).
Other Prescribed Matters: Any additional information required by law

Who Should Sign the Annual Return?

For Companies (excluding OPCs and Small Companies):
The Annual Return must be signed by a Director and the Company Secretary. If no Company Secretary is appointed, a Practicing Company Secretary (PCS) must sign the document.
For One-Person Companies (OPCs) and Small Companies:
The Annual Return should be signed by the Company Secretary. If the company does not have a Company Secretary, the Director may sign the return.
For Listed Companies and Companies Meeting Prescribed Paid-Up Capital and Turnover Thresholds:
The Annual Return must be certified by a Practicing Company Secretary (PCS). The PCS must confirm that the return accurately and fully discloses all required information and that the company has complied with all relevant provisions of the Companies Act

Annual Return Disclosure on Website

If a company maintains a website, it is mandatory to upload a copy of its Annual Return there. Additionally, the web link to the Annual Return must be disclosed in the company’s Board Report.

Deadline for Filing Annual Return

Every company must file its Annual Return with the Registrar of Companies (ROC) within 60 days from the date of its Annual General Meeting (AGM).

If an AGM is not held, the company is still required to file the Annual Return within 60 days from the scheduled date of the AGM, accompanied by a statement explaining the reason for not holding the meeting.

Note: Except for One Person Companies (OPCs), every company must conduct its AGM within six months from the end of the financial year. For example, if the financial year ends on March 31, the AGM must be held on or before September 30

Forms for Filing Annual Return

Under the Companies Act, 2013, companies must submit the following forms to file their Annual Returns with the MCA:

MGT-7: For all companies except OPCs and Small Companies
MGT-7A: Simplified form for One Person Companies (OPCs) and Small Companies

Penalty for Non-Filing of Annual Return

Failure to file the Annual Return on time attracts penalties as follows:

Nature of Violation	Person Liable	Penalty
Failure to file Annual Return	Company	₹10,000 + ₹100 per day of delay (Max ₹2,00,000)
Failure to ensure filing	Officers in Default	₹10,000 + ₹100 per day of delay (Max ₹50,000 per officer)
False certification of Annual Return	Company Secretary (PCS)	₹2,00,000

Important Note for Companies

Non-compliance with MCA regulations can lead to hefty financial penalties, legal challenges, and in some cases, imprisonment for directors. Timely filing of the Annual Return is therefore critical to avoid these risks.

If your company has not yet filed its Annual Return, take prompt action to ensure compliance and protect your business from avoidable penalties and legal issues

How to File an MCA Annual Return

Follow these steps to successfully file your Annual Return with the Ministry of Corporate Affairs (MCA):

Step 1: Download the Required Forms
Visit the MCA website and go to MCA Services > Company E-filing > Company Forms Download.
Download the appropriate form: MGT-7 or MGT-7A (for Annual Return filing).

Step 2: Fill and Prepare the Forms
Complete the relevant e-form for your company. Attach the required PDF/XML documents as specified.
Click “Check Form” to validate the entries.
Attach the Digital Signature Certificate (DSC) of the Director and Practicing Professional (if applicable). Click “Pre-Scrutiny” to verify the form.

Step 3: Register and Log In to the MCA Portal
If not already registered, sign up as a Business User or Registered User on the MCA portal. Log in using your MCA credentials.

Step 4: Upload the Signed E-Form
Go to “Upload E-forms” on the MCA portal. Select the completed and digitally signed form from your device and upload it.

Step 5: Payment Process
After uploading, a Service Request Number (SRN) will be generated. Proceed to the payment gateway and choose:

Pay Now: Make immediate payment via internet banking, debit/credit card.
Pay Later: Save the payment challan and pay before the due date.
Keep the payment challan for your records.

Step 6: Track Your Filing Status
Use the SRN to track the status of your filing under the MCA Services menu. Check if your form is approved or pending.

Once approved, your Annual Return filing is complete!

Why Is Filing the Annual Return Important?

Filing your Annual Return is a vital legal responsibility that helps keep your company compliant, transparent, and in good standing with regulatory authorities.

Legal Compliance: Ensures your company meets the requirements of the Companies Act, 2013, preventing regulatory breaches.
Transparency & Corporate Governance: Provides an accurate record of the company’s structure, financial position, and management details, promoting accountability.
Avoids Penalties & Legal Issues: Timely filing helps you steer clear of heavy fines and potential legal consequences for both the company and its directors.
Maintains Good Standing: Keeps your company compliant with ROC and MCA rules, supporting smooth operations and enhancing your business’s credibility

Avoid Heavy MCA Penalties – File Your Annual Return with IndiaFilings Today!

If your company hasn’t filed its Annual Return yet, don’t wait—take action now! Late filings can lead to substantial fines.

Let our experts manage the entire MCA compliance process for you.
Enjoy hassle-free filing and keep your company fully compliant.
Protect your business from penalties, legal issues, and non-compliance risks

About the Author

Rohan

Renu Suresh is an accomplished writer skilled at transforming complex legal concepts into clear, practical guidance. Her work empowers entrepreneurs by equipping them with the essential knowledge to navigate business laws confidently, helping them successfully launch and manage their ventures

May 30, 2025