ROC Chennai Waives Penalty for Delay in Filing Annual Return
The Registrar of Companies (ROC), Chennai, did not impose any penalties on M/s Bellani Workforce Private Limited or its defaulting officers despite the delay in holding its Annual General Meeting (AGM).
Background of the case
The company Bellani Workforce Private Limited, along with its directors, filed a suo motu application. The application was filed because the company violated Section 92(4) of the Act.
The company explained that it held its Annual General Meeting (AGM) for the financial year 2023-2024 on December 31, 2024. However, it could not file its Annual Return (Form MGT-7A) within the required time limit. As per the law, the return must be filed within 60 days from the date of the AGM. The company eventually filed the return on June 04, 2025, but this was delayed by 95 days.
The company also stated that it qualifies as a “small company” under Section 2(85) of the Companies Act, 2013. Because of this, it requested the Registrar of Companies, Chennai, to either reduce or completely waive the penalty.
Since the company failed to file its annual return within 60 days of the AGM, it violated the law. Therefore, the company and its responsible officers are liable for penalties under Section 92(5) of the Act.
The Adjudicating Authority issued a notice for e-adjudication. In response, the company stated that it had already filed the pending return on June 04, 2025, before the notice was issued. It requested that the matter be closed under Section 454(2) of the Companies Act, 2013.
However, later during the e-hearing, the company’s authorised representative appeared and requested that the violation be considered minor and that no penalty should be imposed.
The ROC noted that the company had already filed MGT-7A before the adjudicating officer issued the notice on February 2, 2026. Therefore, under Section 454(2), no penalty was imposed.