Rajendra Prasad Jaganani Vs CA. Sunil Kumar Shyamsunder Goenka (ICAI Disciplinary Committee)
“Sd/-” Copies Without Signatory Details: ICAI Reprimands CA for MCA Filing Lapses
Summary: The Disciplinary Committee of the Institute of Chartered Accountants of India (ICAI), Bench-II, passed an order dated 3 October 2026 reprimanding CA. Sunil Kumar Shyamsunder Goenka (Membership No. 045918), proprietor of M/s S S Goenka & Associates, for certifying statutory electronic filings containing improperly authenticated financial statements, statutory audit reports and directors’ reports. The proceedings arose from a complaint filed by Shri Rajendra Prasad Jaganani, a former director of M/s Mahaadeo Engineering and Infrastructure Private Limited, subsequently renamed M/s SNVP Infraprojects Private Limited. The Committee found the respondent guilty of professional misconduct under Clause (7) of Part I of the Second Schedule to the Chartered Accountants Act, 1949, relating to failure to exercise due diligence or gross negligence in the performance of professional duties. However, it separately held the respondent not guilty of the allegation concerning incorrect shareholding disclosures involving 25,500 shares, representing 51% of the company’s equity. The punishment was confined to a reprimand under Section 21B(3)(a), and neither a monetary fine nor removal from the Register of Members was imposed.
The respondent had audited the financial statements of the company for FYs 2011-12 to 2014-15 and certified various statutory forms filed with the Registrar of Companies. These included Forms 23AC/23ACA for FYs 2011-12 to 2013-14 and Form AOC-4 for FY 2014-15. The complainant alleged that the respondent had certified these forms despite the absence of properly authenticated financial statements and reports. The documents attached to the electronic filings contained the notation “Sd/-” without the names, designations and other prescribed details of the signatories. The directors’ reports were allegedly even more deficient, being entirely unsigned and lacking the “Sd/-” notation. The complainant further alleged that the respondent had certified annual returns incorrectly reflecting the company’s shareholding and excluding M/s Pristine Properties and Developers Private Limited, which allegedly acquired 25,500 shares on 5 March 2012. The Committee examined the two allegations separately because they involved different documents, legal requirements and evidentiary considerations.
The complaint was instituted on 14 February 2020, and the Director (Discipline) issued a prima facie opinion dated 28 March 2023. The matter thereafter proceeded before the Disciplinary Committee. Hearings were scheduled on 25 July 2023 and 10 August 2023, while the final substantive hearing took place on 25 March 2026. Following consideration of the material, the Committee took its decision on 25 July 2026 and pronounced its findings on 29 August 2026. An important procedural development occurred when the complainant submitted a letter dated 19 November 2023 seeking withdrawal of the complaint. At the hearing on 25 March 2026, the Committee considered the request but declined to permit withdrawal because it considered the allegations sufficiently serious to require independent examination. The proceedings therefore continued despite the complainant’s unwillingness to pursue them further. The Committee thereby treated the disciplinary inquiry as involving professional accountability and statutory compliance rather than merely a private dispute between the complainant and respondent.
The Disciplinary Committee of the Institute of Chartered Accountants of India (ICAI) has reprimanded CA. Sunil Kumar Shyamsunder Goenka for certifying statutory forms containing improperly authenticated attachments. The Committee held that uploading documents bearing only “Sd/-” without the required signatory details constituted a failure to exercise due diligence.
However, it held the respondent not guilty of a separate charge concerning incorrect shareholder disclosures, extending the benefit of doubt after examining the company’s statutory registers.
The punishment order dated October 3, 2026, follows findings dated August 29, 2026, in the complaint filed by Shri Rajendra Prasad Jaganani.
Background of the Case
The respondent, proprietor of M/s S S Goenka & Associates, audited M/s Mahaadeo Engineering and Infrastructure Private Limited, subsequently renamed M/s SNVP Infraprojects Private Limited, for FYs 2011-12 to 2014-15.
He also certified statutory filings, including Forms 23AC/23ACA for FYs 2011-12 to 2013-14 and Form AOC-4 for FY 2014-15.
The first allegation concerned attachment of unsigned or inadequately authenticated financial statements, audit reports and directors’ reports. The second concerned omission of an alleged shareholder holding 25,500 shares, representing 51% of the company’s equity.
Complaint Continued Despite Withdrawal Request
The complainant sought withdrawal through a letter dated November 19, 2023.
The Committee declined the request, observing that the allegations were serious and required further examination. It therefore continued the proceedings even though the complainant no longer wished to pursue them.
It also rejected the respondent’s objection that the complainant lacked authority to represent the company. The complaint had been filed in his individual capacity, making company authorisation unnecessary for the complaint as presented.
Defective Attachments to Statutory Forms
The Committee found that the financial statements and audit reports attached to the forms contained only “Sd/-” copies, without actual signatures. The required names and designations of signatories were also missing.
The directors’ reports were entirely unsigned, without even the “Sd/-” notation.
For the years governed by the Companies Act, 1956, the Committee considered Sections 215 and 220, dealing with authentication of financial statements and filing copies with the Registrar.
It also examined the MCA instructions for Form 23AC. These permitted “Sd/-” copies, but required the name, designation, date of signing and other relevant particulars, corresponding to the authenticated original documents.
The respondent’s attachments did not satisfy those requirements.
Requirements Under Companies Act, 2013
For FY 2014-15, the Committee referred to Rule 8(6) of the Companies (Registration Offices and Fees) Rules, 2014.
The provision required scanned attachments to be copies of original signed documents, bearing the actual signatures of authorised persons.
The findings also referred to Rule 8(7) concerning the responsibility of the person signing an e-form and the professional certifying it to ensure that the required attachments were complete, legible and compliant.
Accordingly, certification required scrutiny of the attachments as well as the particulars entered in the electronic form.
Plea of Inadvertent Technical Error Rejected
The respondent admitted the omission but described it as an inadvertent and unintentional procedural error. He submitted that subsequently furnished signed documents were identical in substance to those originally uploaded.
He denied alteration, suppression, fabrication or any intention to mislead and requested leniency.
The Committee acknowledged that every error does not automatically constitute professional misconduct. Nevertheless, the circumstances must be examined against the standard of care expected of a chartered accountant.
It emphasised that MCA filings are statutory documents forming part of the public record. Signatory details establish identity and accountability and cannot be treated as a mere formality.
The fact that the underlying contents remained unchanged did not cure the filing deficiency. The Committee therefore found a failure of due diligence under Clause (7) of Part I of the Second Schedule to the Chartered Accountants Act, 1949.
Shareholding Allegation Not Established
The second charge concerned non-disclosure of an alleged transfer to M/s Pristine Properties and Developers Private Limited.
The respondent produced the Register of Members and Share Transfer Register, which did not record the alleged transfer. The Committee found that the records verified by him were consistent with the disclosures in the financial statements.
It also noted that the complainant had signed financial statements that did not disclose the alleged transfer.
The Committee held that a professional may rely on official company records unless circumstances warrant further enquiry or raise doubts about their authenticity. No evidence established that the respondent knew of a validly completed transfer omitted from those records.
He was consequently held not guilty on this charge, with benefit of doubt.
Punishment Imposed
Considering the established filing lapse and the respondent’s representations, the Committee ordered a reprimand under Section 21B(3)(a) of the Chartered Accountants Act, 1949.
No monetary fine or removal from membership was imposed.
Cases Discussed
