My company in Dwarka 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 Dwarka has not filed its annual return for the last two years, it is subject to penalties under the Companies Act, 2013, and you can regularize the filing by following specific procedures.

According to Section 92 of the Companies Act, 2013, every company is required to file its annual return within 60 days from the date of the annual general meeting (AGM). Failure to do so can attract penalties as follows:

• Penalty for Non-Filing: Under Section 92(5), if a company fails to file its annual return, it is liable to pay a fine which may extend to ₹1 lakh, and in the case of continuing default, a further fine of ₹5,000 for each day during which the default continues.
• Additional Penalties: Directors and officers who are in default may also face penalties under Section 448, which provides for a fine of up to ₹1 lakh, along with a possible imprisonment term.

To regularize the filing of your company’s annual return, you can follow these steps:

• Prepare Required Documents: Gather the necessary documents including financial statements, minutes of the AGM, and prior annual returns, if available.
• File the Annual Return: Use the Ministry of Corporate Affairs (MCA) portal to file Form MGT-7 (annual return) and Form AOC-4 (financial statements). Ensure that the documents are signed by a qualified company secretary or director.
• Pay Late Fees: When filing the annual return, be prepared to pay the applicable late fees as per the Companies (Registration Offices and Fees) Rules, 2014. The late fee for non-filing is ₹100 per day of delay, subject to a maximum limit.
• File an Application for Condonation of Delay (if applicable): If the delay is significant, the company may file an application for condonation of delay with the Registrar of Companies (ROC) under Section 460, providing justifiable reasons for the delay.
• Ensure Compliance Going Forward: Establish a system for timely compliance to avoid future penalties, including setting reminders for filing deadlines.

It is advisable to consult a company secretary or a legal professional to assist with the filings and ensure that all compliance requirements are met adequately.