Monday, October 25, 2021
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What if I file ROC forms after due date?

It’s a common question amongst many professionals that “If a company files e-form after due date whether there are any consequences except additional fees?”

In this editorial, the author will strive to answer the following:

  • Whether Additional Fees is fine or Penalty?
  • Provisions dealing with late filing of e-form.
  • Consequences on late filing of e-forms except for additional fees. 

Many people having doubt whether ‘Additional Fees’ paid on filing of e-form is a penalty or fine?

As per Rule 12 of The Companies (The Registered offices and Fees) Rules, 2014.

Additional fees are only fees paid by the Company for filing of the form. it is neither Fine nor Penalty.

Example: Section 92- Annual Return

Sub-section 4: States the filing of Annual Return and additional fees in case of non-filing within the prescribed period of 60 days from AGM.

Sub Section 5: States about fine in case of the company fails to file annual return within the time prescribed under sub-section 4.

Therefore, one can opine that for the same form (Annual Return – MGT-7), the Company is paying additional fees on one hand and a fine on the other, in case of not filing within the prescribed period.

Therefore, the Additional fees are neither fine nor penalty. 

Provisions dealt with Late filing of e-form

As per the Companies Act, 2013, every company has to file many e-forms with ROC. Some as annual compliance and some as transaction-based. Every form has its separate section, additional fees, and Penalty/ fine. E.g

S. No. Section e-form Additional Fees Penalty/ Fine
1. 92 MGT-7 100 per day Company and it’s every officer who is in default shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of five lakh rupees
2. 137 AOC-4 100 per day The company shall be liable to a penalty of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees,All the directors of the company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees
3. Rule 16 DPT-3 2 Times4 Times

6 Times

10 Times

12 Times

The company and every officer of the company who is in default shall be punishable with a fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first day during which the contravention continues.
4. 90 BEN-2 2 Times4 Times

6 Times

10 Times

12 Times

company and every officer of the company who is in default shall be punishable with a fine which shall not be less than ten lakh rupees but which may extend to fifty lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the failure continues.
5. 117 MGT-14 2 Times4 Times

6 Times

10 Times

12 Times

company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of twenty-five lakh rupeesevery officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees.
6. *450 MSME-1 NIL the company who is in default or such other person shall be punishable with fine which may extend to ten thousand rupees, and where the contravention is continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the contravention continues

 *However, if under any section penalty/ fine is not mentioned then fine/ penalty shall be levied as per section 450 of Companies Act, 2013.

As everyone knows MCA has introduced section 454 under the Companies Act, in respect of e-adjudication of Penalties. Therefore, in any section which provides penalty under the Companies Act, 2013, ROC can issue notice for adjudication. 

CONSEQUENCES FOR LATE FILING OF E-FORMS

As mentioned above:

  • Additional fees neither Penalty nor Fine. It is just a fee paid to ROC for the late filing of the form.
  • Every section in which companies are filing e-forms prescribed penalty/ fine in addition to additional fees. (Chart of some regular forms with corresponding additional fees and penalties/ fine given above)

Question: Whether fine/ penalty can be imposed after payment of additional fees?

If a company files a form after the due date even with late fees it shall always be considered as non-compliance of section. [eg. If the company files e-form AOC-4 after the expiry of due dates i.e. 30 days then the company and officer in default liable for the penalty].

Once a company made any non-compliance it is required to do the following according to sections’ requirements:

  • Compounding
  • Condonation
  • E-adjudication

Therefore, one can opine that if a company filing any e-form after the due date, the company and the officer in default always liable for payment of penalty/ fine under that section. Just payment of additional fees can’t save a company from a fine/ penalty. 


Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.

IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE INFORMATION

CS Divesh Goyalhttp://csdiveshgoyal.in
CS Divesh Goyal is a Fellow member of ICSI, Practicing Company Secretary, and Steering Voice in the Corporate World. He is a Prop. at Goyal Divesh & Associates, Company Secretaries. He is a competent professional having enrich 6 years post qualification experience as Company Secretary with expertise in Corporate Law, FEMA, IBC, SEBI, RBI. He has written more than 600 editorials on Companies Act, 2013 to keep at pace with the latest changes and critically analyse the implications of various provisions of the Companies Act, 2013, Insolvency & Bankruptcy Code, 2016, FEMA, RBI, SEBI etc. He is a vibrant, sought after, and spellbinding speaker and has delivered more than 200 sessions on various aspects of Company Law at ICSI, ICAI, and online platforms. Apart from his passion for his work he also believes in elevating his profession and for that dream

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