No Penalty for Annual Return Delay as CIRP Filing via GNL-2 is Valid Compliance

The Registrar of Companies, Kolkata initiated adjudication under Section 454 of the Companies Act, 2013 for alleged non-filing of annual return for FY 2023–24, constituting a violation of Section 92(5). It was observed that the company had failed to file its annual return within the prescribed time. However, the company submitted that it was undergoing Corporate Insolvency Resolution Process (CIRP) pursuant to an NCLT order, during which the Resolution Professional (RP) assumed control of compliance functions. The RP filed the financial statements and annual return through a consolidated filing in e-form GNL-2, which included Form MGT-7. The adjudicating authority accepted this submission and held that the filing constituted valid compliance under Section 92. Further, since the default had been rectified in accordance with the proviso to Section 454(3), no penalty was leviable. Accordingly, the proceedings were concluded with NIL penalty imposed on the company and its officers.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kolkata I
4th Floor Plot No.IIIF/16, in AA-IIIF Rajarhat, New Town, Akandakeshari, Kolkata, West Bengal, India, 700135
Phone: 033-22877390
E-mail: roc.kolkata@mca.gov.in

Order ID: PO/ADJ/04-2026/WB/01933 Dated: 13/04/2026

ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 92(5) OF THE COMPANIES ACT, 2013.

A. Appointment of Adjudicating Officer:

Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

B. Company details:

In the matter relating to VARUTHA DEVELOPERS PRIVATE LIMITED [herein after known as Company] bearing CIN U70200WB2018PTC228606, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at UNIT NO. 709, 7TH FLOOR, MERLIN INFINITE DN-51, SECTOR-V, SALT LAKE CITY, KOLKATA 700091 NA KOLKATA KOLKATA WEST BENGAL INDIA 700091

Individual details:

In the matter relating to SATISH CHANDRA SHUKLA ——–

In the matter relating to NARESH KUMAR KHAITAN ——–

In the matter relating to RAM DAYAL SHARMA ———

In the matter relating to SHIV SHANKAR CHOWDHURY ———

In the matter relating to . PRAMESH ———-

In the matter relating to RAVINDRA RANA ——–

In the matter relating to BHOOPENDRA SINGH ——-

C. Provisions of the Act:

If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default shall be liable to a penalty of ten 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 two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default.

D. Facts about the case:

1. Default committed by the officers in default/noticee – As per available records, it is observed that the Company has not filed its Annual return for the financial Year 2023-2024.

Hence, the Company has violated the provisions of Section 92 of the Companies Act, 2013.

2. E-Hearing not Requested

E. Order:

1. This is to inform you that the subject Company M/s Varutha Developers Private Limited has been acquired pursuant to the Corporate Insolvency Resolution Process (CIRP) under IBC vide order of the Hon?ble NCLT Kolkata dated 20th December 2023. As the Company was undergoing CIRP, the Balance Sheet and Annual Return for the financial year 2023-2024 has been filed by the RP with the Registrar of Companies in a single consolidated filing through e-form GNL-2 (in lieu of filing Form AOC-4 and Form MGT-7) vide SRN No. AB1926520 dated 21.11.2024.

Further, through the same aforementioned e-form GNL-2 e-form MGT-7 has been filed by the subject company. The same may be treated as compliance under Section 92 of Companies Act, 2013. Further, as per the proviso to Section 454(3) which states that in case the default relates to non-compliance of sub-section (4) of section 92 or sub-section (1) or sub­section (2) of section 137 and such default has been rectified either prior to, or within thirty days of, the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded. Therefore, in view of the above NIL penalty is imposed.

2. The details of penalty imposed on the company, officers in default and others are shown in the table below:

3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.

4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.

5. Appeal against this order may be filed in writing with the Regional Director, RD Kolkata within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].

6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.

Arya Pyarelal,
Registrar of Companies
ROC Kolkata