ROC Kanpur imposed penalties on a software company and its directors for failing to file financial statements for FY 2020-21 under Section 137(3) of the Companies Act, 2013. Despite repeated notices and a show cause notice, the company and officers in default did not respond, resulting in maximum statutory penalties, including daily fines for continuing non-compliance.
The Registrar of Companies (ROC), Kanpur, acting as the Adjudicating Officer under the Ministry of Corporate Affairs (MCA), issued an order imposing penalties on ALL TIME ACTIVATION SOFTWARE SOLUTION PRIVATE LIMITED and two of its directors, Shailendra Kumar Singh and Subhashita, for a violation of the Companies Act, 2013. The specific non-compliance relates to Section 137(3), which deals with the failure to file a copy of the company’s financial statements (Balance Sheet in form AOC-4) within the stipulated period. An inspection conducted under Section 206(5) for the financial year ended March 31, 2021, initially brought the default to light. The subsequent inspection report, dated July 19, 2022, confirmed the violation, and penal action was authorized by the Office of the Director General of Corporate Affairs (DGCoA).
The Adjudicating Officer issued a Show Cause Notice on August 20, 2025, to the company and its officers-in-default. Since no response or request for a hearing was received after the expiry of the notice period, the ROC proceeded with the adjudication and penalty imposition. Considering the company’s status, the penalty was applied under Section 446B of the Act, which provides for reduced penalties for small companies. The penalty calculation included a fixed amount and an additional per-day penalty for the period of continuing default. The company was penalized 200,000 (Maximum Limit), while each of the two directors was individually penalized 50,000 (Maximum Limit), with specific figures listed for the default period up to the order date.
The order directs the company and its officers-in-default to rectify the reported default and pay the total penalty amount within 90 days from the date of receiving the order. Payment must be processed through the MCA’s ‘e-Adjudication’ facility, and the penalty imposed on the directors must be paid from their personal funds. The order also informs the noticees that they have the right to file an appeal against this order with the Regional Director, RD Noida, within a period of sixty days from the date of receipt, as per the provisions of Section 454 of the Act. Non-payment of the penalty within the specified time frame will invoke further penal consequences outlined in Section 454(8) of the Companies Act, 2013.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Kanpur
Registrar of Companies, 37/17, Westcottt Buidling, The Mall, Kanpur, Uttar Pradesh, India, 208001
Phone: 0512-2310443,2310227,2310323
E-mail: roc.kanpur@mca.gov.in
Order ID: PO/ADJ/10-2025/KN/00756 Dated: 13/10/2025
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 Gazettenotification 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 ALL TIME ACTIVATION SOFTWARE SOLUTION PRIVATE LIMITED [herein after known as Company] bearing CIN U72200UP2017PTC093832, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 11 EAST SABIT GANJ ETAWAH NA ETAWAH ETAWA UTTAR PRADESH INDIA 206001
Individual details:
In the matter relating to SHAILENDRA KUMAR SINGH [herein after known as individual] having DIN 07399422 and having its address at
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 – Whereas Ministry vide letter No.F.No.3/487/2018-CL-II(NR) dated 07.07.2020 gave instructions to conduct the Inspection U/s 206(5) of the Companies Act, 2013. The Inquiry Officer (IO) has observed that the Company has not filed Balance sheet in form AOC-4 for the financial year ended 31.0-3.2021. Accordingly, the Inspecting officer has reported the said violation in the Inspection Report dated 19.07.2022. The O/o DGCoA vide letter CL-II-01/161/2023-O/o DGCoA-MCA dated 29.10.2024 has accorded the penal action for said noncompliance. Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 137 (1) of the Companies Act, 2013, in filing of the financial statement of the company for year ending 31.03.2021. thereby attracting the penal provisions mentioned under Section 137(3) of the Act. The Company and its Directors are officers in default, as per section 2(60), of the Companies Act, 2013. And are thus liable for penal provisions.
2. Neither any response has been received from the company and its officers-in-default nor any request of hearing received in this regard.
E. Order:
1. This office issued Show Cause Notice on 20.08.2025 to the company and its officer-in-default for not filing the Financial Statements for the year ending as at 31.03.2021. More than 15 days have expired, no response has been received till date. The company and its officer-in default have also not requested for hearing. In the said circumstances, penalty as applicable to small company (Section 446B of the Companies Act, 2013) as mentioned below is being imposed upon the company as well as its officer-in default as per Section 137 (3) 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 | ALL TIME ACTIVATION SOFTWARE SOLUTION PRIVATE LIMITED having CIN as U72200UP2017P TC093832 | 63850 | 1177000 | 200000 | |
| 2 | SHAILENDRA KUMAR SINGH having DIN as 07399422 | 25000 | 1177000 | 50000 | |
| 3 | SUBHASHITA . having DIN as 07954590 | 25000 | 1177000 | 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 Noida 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
