Delay in Filing MGT-7A: ROC Chennai Grants Relief with Zero Penalty

Delay in Filing MGT-7A: ROC Chennai Grants Relief with Zero Penalty

The Registrar of Companies (ROC), Chennai, imposed zero penalty on Net Carbon Vision Private Limited and its officer in default even after the company delayed the filing of its Annual Return.

Background of the case

The company held its annual general meeting for the financial year 2023-24 on April 04, 2025 and filed its Annual Return through e-Form MGT-7A dated May 12, 2025. However, as per the Companies Act, the company should have filed the Annual Return on or before November 29, 2024.

Because of this delay, the company violated Section 92(4) of the Companies Act, 2013, and therefore the company and its officers in default became liable for a penalty under Section 92(5) of the Companies Act, 2013.

The Adjudicating Authority then issued a Show Cause Notice. Replying to which, the company submitted that the delay in filing the Annual Return was unintentional and occurred due to oversight, and there was no malicious intention. The company also requested the authority to consider the matter under Section 454(2) and impose a zero penalty.

During the e-hearing on February 19, 2026, a representative of the company appeared and requested the authority to consider the matter and impose zero penalty for the violation under section 454(2).

The ROC noted that the company filed e-Form MGT-7A for FY 2023-24 with a delay of 72 days, resulting in a violation of Section 92(4) of the Companies Act, 2013. Further, ROC observed that the company had filed MGT-7A prior to the issuance of the notice by the Adjudicating Officer dated January 14, 2026. Therefore, as per Section 454(2), the ROC imposed zero penalty on the company or its officers in default.