Non filing of Financial Statement in Form AOC-4: MCA imposes Penalty

The Ministry of Corporate Affairs (MCA) in India mandates the filing of financial statements, including Form AOC-4, by companies after their annual general meetings. Failure to comply with these requirements leads to penalties and legal consequences. This article explores a recent adjudication order by the Registrar of Companies (RoC) concerning Hadapsar Urban Multiple Nidhi Limited, highlighting the implications of non-compliance with Section 137(1) of the Companies Act, 2013.

1. Background and Legal Framework Hadapsar Urban Multiple Nidhi Limited, registered under CIN U67100PN2018PLC180638, failed to file its financial statements for the fiscal years 2018-19, 2019-20, and 2020-21 within the stipulated timelines. This non-compliance violates Section 137(1) of the Companies Act, 2013, which mandates filing within thirty days of the annual general meeting (AGM). The company and its officers faced penalties under the Companies (Adjudication of Penalties) Rules, 2014, as amended.

2. Adjudication Process The adjudicating officer, appointed under Section 454(1) of the Companies Act, 2013, issued notices to the company and its officers after an inquiry revealed the defaults. Despite receiving opportunities to respond, the company’s explanations were deemed unsatisfactory, leading to the imposition of penalties under Section 137(3) of the Act. The penalties were calculated based on the duration of default and maximum limits specified by the rules.

3. Penalty Imposed For each financial year’s non-filing, penalties were assessed as follows:

• Financial Year 2018-19: Penalty of Rs. 3,59,500 imposed on the company and responsible officers.
• Financial Year 2019-20: Penalty of Rs. 3,22,900 imposed similarly.
• Financial Year 2020-21: Penalty of Rs. 2,45,600 imposed.

These penalties were calculated based on daily increments and capped as per the rules, reflecting the seriousness of non-compliance.

Conclusion

Non-filing of Form AOC-4 has significant repercussions under the Companies Act, 2013. Companies must adhere strictly to filing deadlines to avoid penalties and legal actions. The case of Hadapsar Urban Multiple Nidhi Limited underscores the importance of timely compliance with MCA regulations. Any affected party has the right to appeal against adjudication orders, as stipulated by law, ensuring transparency and accountability in corporate governance.

*****

Office of the Registrar of Companies
Maharashtra, Pune
Ministry of Corporate Affairs
Government of India
PCNTDA Green Building, Block A, 1st & 2nd Floor, Near Akurdi Railway Station, Akurdi, Pune – 411044
Phone: 020-27651375/78, Email: roc.pune@mca.gov.in

Order No.ROCP/ADJ/Sec-137/JTA(B)/24-25/21/725 to 730 Date: 26 JUN 2024

ADJUDICATION ORDER
*****

Adjudication Order of penalties in the matter of HADAPSAR URBAN MULTIPLE NIDHI LIMITED 67100PN2018PLC180638) under Section 454(3) read with 137 of The Companies Act, 2013 read with rule 3(2) Of Companies (Adjudication Of Penalties), 2014 As Amended in Amendment Rules, 2019 of the Companies Act, 2013

Please Read:

• Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
• Provisions of Subsection (1) (2) 85 (3) of Section 137 of the Companies Act, 2013.
• Gazette Notification of Ministry of Corporate Affairs vide No. A­42011 / 112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
• Companies (Amendment) Act, 2019. w.e.f. 02.11.2018
• General Circular No. 1/2020 dated 02.03.2020.

In respect of:

Hadapsar Urban Multiple Nidhi Limited having CIN U67100PN2018PLC180638 is a company governed by the provisions Act and registered with this office having its office at- Shop No.8, Sr No.3/ 14A, Shreeji Complex, CHS, Gadital, Near Hanuman Temple, Hadapsar, Pune, Maharashtra-411028.

1. Appointment of Adjudicating Officer:

Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Rule 3(1) of Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act. The undersigned vide Companies (Amendment) Act, 2019 is entrusted to adjudicate penalties under Section 137 of the Companies Act, 2013 w.e.f. 02.11.2018.

2. Company:

Hadapsar Urban Multiple Nidhi Limited (LJ67100PN2018PLC180638) (herein after referred as Company) is a registered company with this office pursuant to sub-section (2) of section 7 of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014 having its registered office as per MCA21 Registry at address at- “Shop No.8, Sr No.3/ 14A, Shreeji Complex, CHS, Gadital, Near Hanuman Temple, Hadapsar, Pune, Maharashtra-411028.”

3. Relevant provisions of the Companies Act, 2013:

Section 137(1) of the Act provides that as per the provision of Section 137 of the Companies Act, 2013 r/ w Secretarial Standards issued by ICSI, A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed

Provided that where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general meeting, such unadopted financial statements along with the required documents under sub­section (1) shall be filed with the Registrar within thirty days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting for that purpose:

Provided further that financial statements adopted in the adjourned annual general meeting shall be filed with the Registrar within thirty days of the date of such adjourned annual general meeting with such fees or such additional fees as may be prescribed,

Provided also that a company shall, along with its financial statements to be filed with the Registrar, attach the accounts of its subsidiary or subsidiaries which have been incorporated outside India and which have not established their place of business in India.

Section 137(1) of the Act provides that 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.

4. Facts about the Case:

a) An Inquiry was conducted by the I0 and during the Inquiry and examination of records it has been observed that, the company has not filed its Financial Statement in Form AOC-4 for the Financial Year(s) 2018­19, 2019-20, 2020-21. Hence, it is evident from the records that the company did not hold the AGM and has not filed the financial statement for the above-mentioned financial year(s) till date, which is in violation of Section 137(1) of the Companies Act, 2013. Thus, the company and its officer in default have violated the provisions of Section 137(1) and (2) of the companies Act, 2013 and are liable for action u/s 137(3) of the Companies Act, 2013.

b) A reasonable opportunity was given to the company and its directors vide order under section 206(4) of the Companies Act, 2013 vide letter no. ROCP/INQ/2022/1064 to 1068 dated 08.09.2022. However, the reply submitted by the Company was not satisfactory and the competent authority has directed to adjudicate the matter.

c) Accordingly, the adjudication officer has issued adjudication notice vide No.ROCP/ADJ/Sec-137/JTA(B)/23-24/21/3280 to 3284 dated 05.03.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 137 of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2019, to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a” above;

d) A reply to the Adjudication notice has been received on 22.03.2024 from the company and its Directors stating that the Company has held Annual General Meetings as follows:

1. FY 2018-19 — 31st December 2019

2. FY 2019-20 — 30th September 2020

3. FY 2020-21 ____ 30th September 2021

2. A notice regarding meeting dated 31st December 2019 was published in one Local language Newspaper- Loksatta & one in nationwide English newspaper – Maharashtra Times on 10th December 2019.

3. Similarly, notices regarding meeting dated 30th September 2020 and 30th September 2021 were sent to the members 21 days before the meeting in respective years.

4. The management of the company was in continuous follow up with its consultants (Chartered accountants and company Secretary) till February 2020 w.r.t. completion of all the applicable compliances, however after imposition of nationwide lockdown declared by Government of India, the company failed to complete the said Compliances.

5. The company has stopped its operations and has already:

1. stopped giving any loans

2. is recovering the loans already given

3. has stopped accepting new deposits

4. and is repaying its existing deposits

6. Further the company or management of the company has not committed any fraud or has wrongfully gained any profits by unlawful means or acts.

7. Company is ready to present all the audited and adopted financial statements, Income tax Returns and Annual filing documents with the permission of Registrar of Companies

e) Hence, as the said violation has already been concluded by JO during the course of Inquiry :- no further hearing in physical is required to ascertain the violation of the said section.

Furthermore, the Noticee(s) are at liberty to file appeal against this order as per Para. 5.(e) of this order. Hence the Order-

5. ORDER:

a. The applicant company and its officers, who have defaulted the provisions of section 137 of the Act as under-.

As per examination of records it has been observed that the company has not filed its Financial Statement in Form AOC-4 for the Financial Year(s) 2018-19, 2019-20, 2020-21. Hence, it is evident from the records that the company did not hold the AGM and has not filed the financial statement for the above-mentioned financial year(s) till date, which is in violation of Section 137(1) of the Companies Act, 2013;

b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 137 of the Act:-

1. For the Financial Year 2018-19

Non filling of Financial Statement in Form AOC-4 for the Financial Year(s) 2018-19, 86 for violation of Section 137(1)

Company/ Officers to whom penalty imposed	Date of Appointment to date of cessation	Period of Default	No. of Days in default*	Penalty For defaults (Rs.) as Per Section 137(3) of the Act	Total Penalty (Rs.)	Penalty Imposed As per Maximum (Rs.)
Hadapsar Urban Multiple Nidhi Limited	–	31.01.2020 to 05.03.2024	1495	210000+100 /per day	10000+100 x 1495 = 159500	Rs. 1,59,500/-
Najiya Iqba1 Shaikh	10.12.2018 to till date	31.01.2020 to 05.03.2024	1495	210000+100 /per day	10000+100 x 1495 = 159500	Rs. 50,000/-
Yogesh Baban Gaikwad	10.12.2018 to till date	31.01.2020 to 05.03.2024	1495	210000+100 /per day	10000+100 x 1495 = 159500	Rs. 50,000/-
Sandeep Ankush Kale	10.12.2018 to 05.07.2021	31.01.2020 to 05.07.2021	521	210000+100 /per day	10000+100 x 521 = 62100	Rs. 50,000/-
Iqbal Rasool Shaikh	16.07.2021 to till date	16.07.2021 to 05.03.2024	963	210000+100 /per day	10000+100 x 963 = 106300	Rs. 50,000/-

(* No of days have been calculated from 31.01.2020 (date of filling of Form AOC-4 for FY 2018-19) to till date of Notice, i.e.,05.03.2024 for FY 2018-19)

2. For the Financial Year 2019-20 Non filling of Financial Statement in Form AOC-4 for the Financial Year(s) 2019-20, 86 for violation of Section 137(1)

Company/ Officers to whom penalty imposed	Date of Appointment to date of cessation	Period of Default	No. of Days in default*	Penalty For defaults (Rs.) as Per Section 137(3) of the Act	Total Penalty (Rs.)	Penalty Imposed As per Maximum (Rs.)
Hadapsar Urban Multiple Nidhi Limited	–	31.01.2021 to 05.03.2024	1129	210000+100 /per day	10000+100 x 1129 = 122900	Rs. 1,22,900/-
Najiya Iqbal Shaikh	10.12.2018 to till date	31.01.2021 to 05.03.2024	1129	210000+100 /per day	10000+100 x 1129 = 122900	Rs. 50,000/-
Yogesh Baban Gaikwad	10.12.2018 to till date	31.01.2021 to 05.03.2024	1129	210000+100 /per day	10000+100 x 1129 = 122900	Rs. 50,000/-
Sandeep Ankush Kale	10.12.2018 to 05.07.2021	31.01.2021 to 05.07.2021	155	n0000+100 /per day	10000+100 x 155 = 25500	Rs. 25,500/-
Iqbal Rasool Shaikh	16.07.2021 to till date	16.07.2021 to 05.03.2024	963	210000+100 /per day	10000+100 x 963 106300	Rs. 50,000/-

(* No of days have been calculated from 31.01.2021 (date of filling of Form AOC-4 for FY 2019-20) to till date of Notice, i.e.,05.03.2024 for FY 2019-20)

3. For the Financial Year 2020-21

Non filling of Financial Statement in Form AOC-4 for the Financial Year(s) 2020-21, & for violation of Section 137(1)

Company/ Officers to whom penalty imposed	Date of Appointment to date of cessation	Period of Default	No. of Days in default*	Penalty For defaults (Rs.) as Per Section 137(3) of the Act	Total Penalty (Rs.)	Penalty Imposed As per Maximum (Rs.)
Hadapsar Urban Multiple Nidhi Limited	–	31.10.2021 to 05.03.2024	856	210000+100 /per day	10000+100 x 856 = 95600	Rs. 95,600/-
Najiya 1gbal Shaikh	10.12.2018 to till date	31.10.2021 to 05.03.2024	856	210000+100 /per day	10000+100 x 856 =- 95600	Rs. 50,000/-
Yogesh Baban Gaikwad	10.12.2018 to till date	31.10.2021 to 05.03.2024	856	210000+100 /per day	10000+100 x 856 = 95600	Rs.50,000/-
Iqbal Rasool Shaikh	16.07.2021 to till date	31.10.2021 to 05.03.2024	856	210000+100 /per day	10000+100 x 856 = 95600	Rs 50,000/-

(* No of days have been calculated from 31.10.2021 (date of filling of Form AOC-4 for FY 2020-21) to till date of Notice, i.e.,05.03.2024 for FY 2020-21)

a. I am of the opinion that the penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).

b. The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.

c. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs 100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of this order. [Section 454 of the Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.

d. Your attention is also invited to section 454(8)(ii) of the Act regarding. consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.

e. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to Hadapsar Urban Multiple Nidhi Limited and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.

(Mangesh Jadhav, ICLS)
Adjudicating Officer
Registrar of Companies