My company in Nainital 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 Nainital has not filed its annual return for the last two years, it may face penalties under the Companies Act, 2013. Regularizing the filing of annual returns involves paying the requisite fees and ensuring compliance with the legal requirements.

Under Section 92 of the Companies Act, 2013, every company is required to file its annual return with the Registrar of Companies (RoC). Failure to comply with this provision leads to specific penalties:

• The company may incur a fine which may extend to ₹1 lakh for the first default.
• For continuing defaults, additional fines may accrue at the rate of ₹5,000 for each day of default.
• Every officer of the company who is in default may also be liable to a fine of up to ₹25,000, with additional fines for continuing defaults.

To regularize the filing of annual returns, follow these steps:

• Prepare the Annual Return: Gather the necessary financial statements, details of shareholders, and other requisite information to complete the annual return as per Form MGT-7.
• File with the Registrar: Submit the annual return along with the required documents to the RoC. This can be done online through the Ministry of Corporate Affairs (MCA) portal.
• Pay Penalties: Calculate and pay the applicable penalties for the delayed filing. The fees for filing can be found in the Companies (Registration Offices and Fees) Rules, 2014.
• Rectification of Defaults: If the company fails to file even after the penalties, it can apply for condonation of delay under Section 460 of the Companies Act, 2013, where the Central Government can waive certain penalties.
• Maintain Compliance: After regularizing the filings, ensure that future annual returns are filed within the stipulated time to avoid further penalties.

In addition, it is advisable to consult with a legal professional or a company secretary to navigate the complexities of compliance and ensure that all legal obligations are met effectively.