ROC Order under Section 92(5): Hardees Restro Case

ROC Order under Section 92(5): Hardees Restro Case. This article highlights the adjudication proceedings initiated by the Registrar of Companies (ROC), Chandigarh, under Section 454 of the Companies Act, 2013, against Hardees Restro International Private Limited for violation of Section 92(5) of the Act. Section 92 mandates every company to file its Annual Return (Form MGT-7) within sixty days from the date of its Annual General Meeting (AGM). Failure to do so attracts penalties on both the company and its officers in default.
Under Section 92(5), a company that fails to file its Annual Return within the prescribed time is liable to a penalty of Rs.10,000, and in case of continuing failure, a further penalty of Rs.100 for each day during which the failure continues, subject to a maximum of Rs.2,00,000 for the company and Rs.50,000 for each officer in default.
Applicable Provisions
According to Section 92 of the Companies Act, 2013, every company must prepare and file its annual return within sixty days from the date of its AGM. This return contains essential details such as shareholding pattern, directors’ and key managerial personnel’s details, and other corporate information relevant for regulatory compliance.
Under Section 92(5), failure to file the annual return within the prescribed period attracts penalties. The adjudication of such penalties is governed by Section 454 read with the Companies (Adjudication of Penalties) Rules, 2014, which empowers the ROC to determine and impose appropriate penalties. 
Facts of the Case
The case concerns Hardees Restro International Private Limited (CIN: U55101CH2016PTC035918) and its directors Amandeep Singh Kohli (DIN: 07414432) and Harkirat Marwaha (DIN: 07418003).
The company failed to file its Annual Return for the financial year 2022–23 within the statutory due date of 28 November 2023, thereby committing a default under Section 92(5) of the Companies Act, 2013.
Subsequently, the company filed a suo motu application under Section 454, admitting the delay and clarifying that the non-compliance was unintentional and without any malafide intention. The company rectified the default by filing the pending Annual Return before any show-cause notice was issued by the ROC.
Considering the voluntary rectification and bona fide conduct of the company and its officers, the ROC Chandigarh decided that no monetary penalty was required to be imposed in accordance with the proviso to Section 454(3) of the Act.
Penal Provisions under Section 92(5) of the Companies Act, 2013
As per Section 92(5) of the Companies Act, 2013:

The company is liable to a penalty of Rs.10,000 and, in case of continuing default, Rs.100 per day subject to a maximum of Rs.2,00,000.

Every officer in default is liable to a penalty of Rs.10,000 and, in case of continuing default, Rs.100 per day subject to a maximum of Rs.50,000.

Penalty Imposed by Registrar of Companies on Company and Officers in Default
After examining the facts and the company’s submissions, the Registrar of Companies, Chandigarh, passed the following order under Section 454 for violation of Section 92(5):

Violation of Section

Name of Company/Director

Rectification of Default

Penalty Amount (Rs.)

Maximum Limit under the Act (Rs.)

Section 92(5) – Non-filing of Annual Return

Hardees Restro International Pvt. Ltd. (CIN: U55101CH2016PTC035918)

Rectified

2,00,000

Section 92(5) – Same

Amandeep Singh Kohli (DIN: 07414432)

Rectified

50,000

Section 92(5) – Same

Harkirat Marwaha (DIN: 07418003)

Rectified

50,000

Since the company and its officers had voluntarily rectified the default before issuance of a show-cause notice, no penalty was imposed. 
Final Words
The ROC Chandigarh exercised its discretion under the proviso to Section 454(3) and refrained from imposing any monetary penalty, considering that Hardees Restro International Pvt. Ltd. and its directors had rectified the default voluntarily and without any intent to evade compliance.
This case underscores the importance of timely filing of annual returns under Section 92 to maintain transparency, ensure compliance, and avoid penal consequences. While the ROC may exercise leniency in genuine cases of voluntary rectification, repeated or willful defaults can attract severe penalties and reputational damage.
Companies must, therefore, adopt a proactive compliance system to track statutory due dates and avoid defaults under the Companies Act, 2013.
Download MCA Adjudication Order

This article highlights the adjudication proceedings initiated by the Registrar of Companies (ROC), Chandigarh, under Section 454 of the Companies Act, 2013, against Hardees Restro International Private Limited for violation of Section 92(5) of the Act. Section 92 mandates every company to file its Annual Return (Form MGT-7) within sixty days from the date of its Annual General Meeting (AGM). Failure to do so attracts penalties on both the company and its officers in default.

Under Section 92(5), a company that fails to file its Annual Return within the prescribed time is liable to a penalty of Rs.10,000, and in case of continuing failure, a further penalty of Rs.100 for each day during which the failure continues, subject to a maximum of Rs.2,00,000 for the company and Rs.50,000 for each officer in default.

Applicable Provisions

According to Section 92 of the Companies Act, 2013, every company must prepare and file its annual return within sixty days from the date of its AGM. This return contains essential details such as shareholding pattern, directors’ and key managerial personnel’s details, and other corporate information relevant for regulatory compliance.

Under Section 92(5), failure to file the annual return within the prescribed period attracts penalties. The adjudication of such penalties is governed by Section 454 read with the Companies (Adjudication of Penalties) Rules, 2014, which empowers the ROC to determine and impose appropriate penalties.

Facts of the Case

The case concerns Hardees Restro International Private Limited (CIN: U55101CH2016PTC035918) and its directors Amandeep Singh Kohli (DIN: 07414432) and Harkirat Marwaha (DIN: 07418003).

The company failed to file its Annual Return for the financial year 2022–23 within the statutory due date of 28 November 2023, thereby committing a default under Section 92(5) of the Companies Act, 2013.

Subsequently, the company filed a suo motu application under Section 454, admitting the delay and clarifying that the non-compliance was unintentional and without any malafide intention. The company rectified the default by filing the pending Annual Return before any show-cause notice was issued by the ROC.

Considering the voluntary rectification and bona fide conduct of the company and its officers, the ROC Chandigarh decided that no monetary penalty was required to be imposed in accordance with the proviso to Section 454(3) of the Act.

Penal Provisions under Section 92(5) of the Companies Act, 2013

As per Section 92(5) of the Companies Act, 2013:

The company is liable to a penalty of Rs.10,000 and, in case of continuing default, Rs.100 per day subject to a maximum of Rs.2,00,000.
Every officer in default is liable to a penalty of Rs.10,000 and, in case of continuing default, Rs.100 per day subject to a maximum of Rs.50,000.

Penalty Imposed by Registrar of Companies on Company and Officers in Default

After examining the facts and the company’s submissions, the Registrar of Companies, Chandigarh, passed the following order under Section 454 for violation of Section 92(5):

Violation of Section	Name of Company/Director	Rectification of Default	Penalty Amount (Rs.)	Maximum Limit under the Act (Rs.)
Section 92(5) – Non-filing of Annual Return	Hardees Restro International Pvt. Ltd. (CIN: U55101CH2016PTC035918)	Rectified	0	2,00,000
Section 92(5) – Same	Amandeep Singh Kohli (DIN: 07414432)	Rectified	0	50,000
Section 92(5) – Same	Harkirat Marwaha (DIN: 07418003)	Rectified	0	50,000

Since the company and its officers had voluntarily rectified the default before issuance of a show-cause notice, no penalty was imposed.

Final Words

The ROC Chandigarh exercised its discretion under the proviso to Section 454(3) and refrained from imposing any monetary penalty, considering that Hardees Restro International Pvt. Ltd. and its directors had rectified the default voluntarily and without any intent to evade compliance.

This case underscores the importance of timely filing of annual returns under Section 92 to maintain transparency, ensure compliance, and avoid penal consequences. While the ROC may exercise leniency in genuine cases of voluntary rectification, repeated or willful defaults can attract severe penalties and reputational damage.

Companies must, therefore, adopt a proactive compliance system to track statutory due dates and avoid defaults under the Companies Act, 2013.