My company in Shillong 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 Shillong 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 steps.

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 result in the following penalties:

• Penalties for Non-Compliance:
  • A fine of ₹100 for each day of default, subject to a maximum of ₹5,000 under Section 92(5).
  • In addition to the above, any officer of the company who is in default may also be liable for penalties under Section 448 for false statements.
• Additional Penalties:
  • Under Section 137, if the financial statements are not filed, the penalty can be ₹100,000, and for continuing defaults, a further fine of ₹5,000 for each day of default.

To regularize the filing of your annual return, follow these steps:

• Prepare the Required Documents: Ensure you have the financial statements and annual return ready for the last two years.
• File with the Registrar of Companies (RoC):
  • Use the Ministry of Corporate Affairs (MCA) portal to file the overdue annual returns and financial statements.
  • File Form MGT-7 for the annual return and Form AOC-4 for the financial statements.
• Pay the Late Filing Fees: Be prepared to pay the additional fees applicable for late filing as stipulated in the Companies (Registration Offices and Fees) Rules, 2014.
• Seek Condonation of Delay (if necessary): If the delay is significant, you may need to apply for condonation of delay by filing Form GNL-1 with the RoC.

It is advisable to consult a company secretary or legal advisor to ensure compliance with all requirements and to navigate any complexities that may arise during the regularization process.