My company in Chennai has not filed its annual return for the last two years; what penalties apply and how can I regularise the filing?

Detailed Legal Analysis

If your company in Chennai has not filed its annual return for the last two years, it may face penalties under the Companies Act, 2013, and you can regularize the filing by following specific steps.

According to the Companies Act, 2013, every company is required to file its annual return with the Registrar of Companies (RoC) within 60 days from the date of the Annual General Meeting (AGM) as per Section 92. Non-compliance can result in financial penalties.

Penalties for Non-Filing

• As per Section 92(5) of the Companies Act, failure to file the annual return can attract a fine which may extend up to INR 1 lakh.
• Additionally, for each day of continuing default, a further penalty of INR 5,000 per day may be levied under Section 92(6).
• Furthermore, if the default continues, the company and every officer in default may also be liable for prosecution under Section 92(7), which can lead to additional fines and potential imprisonment.

Steps to Regularize Filing

• Assess the Situation: Determine the specific annual returns that have not been filed and gather the necessary financial statements and documents.
• Prepare the Returns: Prepare the overdue annual returns for the respective financial years, ensuring all information is accurate and complete.
• File with RoC: Use the Ministry of Corporate Affairs (MCA) portal to file the pending annual returns. Ensure to pay the applicable penalties at the time of filing.
• Form MGT-7: Fill and submit Form MGT-7 for annual return filing, ensuring it is complete with all required details.
• File Financial Statements: Alongside the annual return, file the financial statements using Form AOC-4, if not done already.
• Seek Professional Help: Consider consulting a company secretary or legal expert to assist in the filing process and ensure compliance with all requirements.

It is advisable to act promptly to minimize penalties and ensure your company remains compliant with the statutory obligations under the Companies Act, 2013. Regularizing your filings not only helps avoid legal repercussions but also fosters good corporate governance practices.