In an adjudication order issued by the Registrar of Companies, Kanpur under Section 454 of the Companies Act, 2013, penalties were imposed for violation of Section 137(3) of the Companies Act, 2013 due to improper filing of financial statements. The company adopted financial statements for FY 2016–17 in its AGM held on 30.09.2017, although the audit was completed later on 05.10.2018, rendering the adoption invalid. Further, the company failed to file unadopted financial statements as required under Section 137(2). The authority held this as non-compliance with statutory filing requirements. During the hearing, certain directors were excluded from liability as they were not associated during the period of default. Considering the company as a small company, reduced penalties were imposed under Section 446B. Consequently, a penalty of ₹1,00,000 was levied on the company and ₹25,000 each on responsible directors, with directions for rectification and payment within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Uttar Pradesh I
2nd Floor, Kendriya Bhawan, GPOA Building, Fazalganj, Kanpur, Uttar Pradesh, India, 208012
Phone: 0512-2310443
E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/03-2026/UP/01913 | Dated: 30/03/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 137(3) 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 SHIVANSH INFRAESTATE PRIVATE LIMITED [herein after known as Company] bearing CIN U70102UP2011PTC046956, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 3RD FLOOR, A BLOCK, SURAJ DEEP COMPLEX 1, JOPLING ROAD NA LUCKNOW UTTAR PRADESH INDIA 226001
Individual details:
In the matter relating to AMIT KANCHHAL __________
In the matter relating to SACHIN KANCHHAL __________
In the matter relating to RAHUL AWASTHI __________
In the matter relating to AMIT KUMAR KEDIA __________
In the matter relating to APARNA AGARWAL __________
C. Provisions of the Act:
(3) If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be 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 after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee –
On examination of the complaints, this office has submitted a report to O/o RD-NR and pointed out that:
The financial statements signed by the auditor on 05.10.20218, however, the Annual General meeting held on 30.09.2017 for the Financial Year, 2016-17. It is clear that the financial statements have not been audited as on the date of AGM for the Financial Year 2016-17. Therefore, the members cannot adopt such financial statements in the Annual General Meeting held on 30.09.2017.
According to Section 137 (2) of the Companies Act, 2013, unadopted financials statements alongwith the required documents shall be filed with the Registrar within thirty days from the date of annual general meeting and the Registrar shall take them in records as provisional till the financial statements are filed with him after their adoption. Since the company has not filed any such statements, therefore, there is a violation of section 137 of the Companies Act, 2013.
2. E hearing was granted.
E. Order:
1. The violation pertains to the fact that the company has filed the financial statements for the Financial Year, 2016-17 adopted in the Annual General meeting held on 30.09.2017. The said financial statement was audited by the auditor on 05.10.2018.
The Company has filed unaudited financial statements for the Financial Year 2016-17 in the Annual General meeting held on 30.09.2017. Therefore, the members cannot adopt such financial statements in the Annual General Meeting held on 30.09.2017.
According to Section 137 (2) of the Companies Act, 2013, unadopted financials statements alongwith the required documents shall be filed with the Registrar within thirty days from the date of annual general meeting and the Registrar shall take them in records as provisional till the financial statements are filed with him after their adoption. Since the company has not filed any such statements, there is a violation of section 137 of the Companies Act, 2013.
This office issued Show Cause Notice on 18.11.2025 to the company and its officer-in-default. E hearing was provided. Mr. Manish Kumar Mishra (Practicing Company Secretory) appeared on behalf of the Company and requested to treat the company as Small Company and reduce the penalty as per section 446B of the companies Act 2013. Penalty imposed is according to section 446 B of the Companies Act 2013.
Mr. Manish Kumar Mishra further submitted that Shri Sachin Kanchal has been appointed as director with effect from 19.07.2022 and Shri Rahul Awasthi has been appointed as director with effect from 31.01.2025 were not associated with the Company at the time of non-compliance. Same was verified from document filed by the Company on MCA 21 registry. Shri Prince Kumar (AROC) and Shri Shyam Bihari (STA) were also present during the hearing.
Therefore, penalty as applicable as mentioned below is being imposed upon the company as well as its officer-in default as per Section 137(3) of the Companies Act, 2013 for violation of Section 137 (2) of the Companies Act 2013.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required
(C) |
Penalty Amount
(D) |
Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | SHIVANSH INFRAESTATE PRIVATE LIMITED having CIN as U70102UP2011P TC046956 | 100000 | 0 | 200000 | |
| 2 | AMIT KANCHHAL having DIN as 01147459 |
25000 | 0 | 50000 | |
| 3 | SACHIN KANCHHAL having DIN as 01334397 |
0 | 0 | 50000 | |
| 4 | RAHUL
AWASTHI having DIN as 10923226 |
0 | 0 | 50000 | |
| 5 | AMIT KUMAR KEDIA having DIN as 07695290 | 25000 | 0 | 50000 | |
| 6 | APARNA AGARWAL having DIN as 06626227 |
25000 | 0 | 50000 |
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 Delhi 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.
Sanjay Bose,
Registrar of Companies
ROC Kanpur
