he Ministry of Corporate Affairs (MCA) of India imposed a penalty of Rs. 52.44 lakh on SS Mining and Infra Private Limited and its directors for delays in submitting their financial statements and annual returns. This decision was made under the adjudication of the Registrar of Companies (ROC) cum Official Liquidator (OL), Odisha, Cuttack. The adjudicating officer, appointed by the MCA through a notification on March 24, 2015, was empowered to adjudge penalties under the Companies Act, 2013, specifically under Section 454 and the Companies (Adjudication of Penalties) Rules, 2014.
Company Details: SS Mining and Infra Private Limited (CIN: U131000R2011PTC013209) is registered with the ROC, Odisha, and headquartered in Keonjhar, Odisha. The company, along with its directors, failed to file mandatory annual returns and financial statements for six consecutive financial years, from 2015 to 2021.
Issuance of Show Cause Notices: Show Cause Notices (SCNs) were issued on May 21, 2024, under Section 92(5) and Section 137(3) of the Companies Act, 2013. These notices were addressed to the company and its four directors: Susanta Kumar Samal, Srimanta Kumar Tripathy, Anusaya Tripathy, and Soudamani Samal. The notices required explanations for the non-filing of the annual returns and financial statements.
Annual Return Filing Requirements
Under Section 92(1) of the Companies Act, every company must prepare an annual return in a prescribed form, and Section 92(4) mandates that it be filed with the Registrar within 60 days from the date of the annual general meeting (AGM). If no AGM is held, the return must be filed within 60 days from the date when the AGM should have been held, including reasons for not holding it.
Financial Statement Filing Requirements
Section 129(1) mandates that a company prepares its financial statement in compliance with accounting standards, and Section 137(1) requires that these statements, adopted at the AGM, be filed with the Registrar within 30 days of the AGM.
Penalties for Non-Compliance
Section 92(5) stipulates a penalty of Rs. 10,000 for failing to file the annual return, with an additional Rs. 100 for each day of continued failure, up to a maximum of Rs. 2 lakh for the company and Rs. 50,000 for each officer in default. Section 137(3) imposes similar penalties for non-filing of financial statements.
Penalties were imposed under Sections 137(1) and 92(4) of the Companies Act, 2013, for delays in filing financial statements and annual returns by SS Mining and Infra Private Limited. For Section 137(1), the company faced maximum penalties ranging from Rs. 1,05,700 to Rs. 2,00,000 per financial year between 2014-15 and 2020-21, totaling Rs. 12,26,600. Each director (Susanta Kumar Samal, Srimanta Kumar Tripathy, Anusuya Tripathy, and Soudamini Samal) was penalized Rs. 50,000 per year, resulting in a total of Rs. 14,00,000. Similarly, for Section 92(4), the penalties on the company ranged from Rs. 1,02,700 to Rs. 2,00,000 per year, totaling Rs. 12,17,600, with the directors also facing Rs. 50,000 each per year, totaling Rs. 14,00,000.
Non-Compliance and Subsequent Actions
The company did not respond to the SCNs. A petition related to internal disputes was filed with the National Company Law Tribunal (NCLT), Cuttack Bench, and dismissed. Another petition under Section 245 of the Companies Act, 2013, remains pending. Despite the disputes, the company and its directors were found liable for non-filing.
Order and Consequences
The adjudicating officer ordered the company and its directors to rectify the defaults immediately and directed them to pay the penalty through the MCA portal. The order also stated that any appeal against it could be filed with the Regional Director, Eastern Region, MCA, Kolkata, within 60 days from the receipt of the order.
Failure to comply with the order could result in further consequences under Section 454(8) of the Companies Act, 2013. Copies of the order were sent to the company and the directors.
Conclusion
This case underscores the importance of timely compliance with statutory filing requirements under the Companies Act, 2013. The substantial penalties imposed reflect the serious nature of the non-compliance and the regulatory commitment to transparency and accountability in corporate governance.
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BEFORE THE ADJUDICATING OFFICER
ROC -cum- OL, ODISHA, CUTTACK
ADJUDICATION ORDER NO. ROC/CTC/AO/92&137/13209/2024) 299(6)
ORDER
Mar? SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES
(ADJUDICATION OF PENALTIES) RULES, 2014
IN THE MATTER OF SS MINING AND INFRA PRIVATE LIMITED
CIN : U131000R2011PTC013209
Appointment of Adjudicating Officer :-
1. The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad. II dated 24.03.2015 appointed the undersigned as Adjudicating Officer (hereinafter referred to as “the A.0”) in exercise to the powers conferred by Section 454 of the Companies Act, 2013 (herein after known as The Act) read with Companies (Adjudication of Penalties) Rules, 2014 (Notification No. GSR 254(E) dated 31.03.2014) for adjudging penalties under the provisions of the Act. The undersigned vide the Companies (Amendment) Ordinance, 2019 is entrusted to adjudicate penalties under Section 92 and 137 of the Act with effect from 02.11.2018.
Company : –
2. SS MINING AND INFRA PRIVATE LIMITED (herein after known as the Company) CIN U131000R2011PTC013209 is a registered company with the office of the ROC -cum- OL, Odisha and having its registered office address at At/Po-Suakati,PsRaisuan,Keonjhar,Orissa,758018, India as per records maintained by this office in online
Show Cause Notice, Reply and Personal Hearing :
3. The Show Cause Notices (SCN) under Section 92(5) and 137(3) of the Companies Act, 2013 were issued vide No. ROC/Sec.454/92 & 137/13209/2023/210(5) dated 21.05.2024 to the Company, and its Four Directors in-default viz. Shri Susanta Kumar Samal (DIN 03421156), Shri Srimanta Kumar Tripathy (DIN 01215345), Smt Anusaya Tripathy (DIN 01215360) and Smt Soudamani Samal(DIN 03421188 ). The Noticee’s to SCN were called upon to show the cause for non-filing of Annual Return and Financial Statement for the financial year 2015-21 pursuant to Section 92 and Section 137 of the Act respectively.
4. In response to the aforesaid SCN, no response to SCN was received from the company and its
Provisions of the Companies Act, 2013 :
5. Sub-Section (1) of Section 92 of the Act provides that every company shall prepare an Annual Return in the prescribed form and sub-section (4) of Section 92 of the Act provides that every company shall file with the Registrar a copy of the Annual Return, within sixty days from the date on which the Annual General Meeting is held or where no Annual General Meeting is held in any year within sixty days from the date on which the Annual General Meeting should have been held together with the statement specifying the reasons for not holding the Annual General Meeting, with such fees or additional fees, as applicable.
6. Every company shall prepare its Annual Return in the prescribed form containing the particulars as they stood on the close of the Financial Year regarding :
(a) its registered office, principal business activities, particulars of its holding subsidiary and associate companies;
(b) its share, debentures and other securities and shareholding pattern;
(c) its indebtedness;
(d) its members and debenture-holders alongwith changes therein since the close of the previous financial year;
(e) its promoters, directors, key managerial personnel alongwith changes therein since the close of the previous financial year;
(f) meetings of members or a class thereof, Board and its various committees alongwith attendance details;
(g) remuneration of directors and key managerial personnel;
(h) penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;
(i) matters relating to certification of compliances, disclosures as may be prescribed; details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them; and
(k) such other matters as may be prescribed, and signed by a director and the Company Secretary, or where there is no Company Secretary, by a Company Secretary in practice :
7. sub-section (5) of Section 92 of the Act provides that it any company fails to file its annual return under sub-section (4) of Section 92 of the Act, 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 Company and fifty thousand rupees in case of Officer who is in default.
8. Sub-section (1) of Section 129 of the Act provides that company shall prepare a financial statement comply with the accounting standards notified under Section 133 of the Act and subsection (2) of Section 129 of the Act provides that at every annual general meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Further sub-section (1) of the Section 137 of the Act provides that a copy of 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 applicable.
9. Sub-section (3) of Section 137 of the Act provides that if a company fails to file the copy of financial statements under sub-section (1) or sub-section (2) of the Section 137, 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 every day during which the failure continues but which shall not be more than two lakhs rupees, and the Managing Director and 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 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.
ORDER
10. That it came to the knowledge of the undersigned that one petition bearing no. CP (1B) 24/ CB/ 2022 was filed before the Hon’ble NCLT, Cuttack Bench under Insolvency and Bankruptcy Code, 2016 by Srimanta Kumar Tripathy and the said petition was dismissed. Afterwards another petition bearing CP No.7/ CB/ 2023 was filed by Shri Srimanta Kumar Tripathy and Anusuya Tripathy before the Hon’ble NCLT, Cuttack Bench under section 245 of the Companies Act, 2013 which is pending for disposal. As both the parties are alleging each other fixing the responsibility of calling the annual general meeting and approving the financial statements. The matter u/s 245 is still sub-judice before the Hon’ble NCLT, Cuttack Bench.
11. That the Company and its Directors have not filed Annual Return and Financial Statement pursuant to Sub-Section (4) of Section 92 and Sub-Section (1) of Section 137 of the Act respectively for financial year ending 31.03.2015 to 31.03.2021, thereby attracting penal provisions under Sub-Section (5) of Section 92 and Sub-Section (3) of Section 137 of the Act The offence is of serious nature since non-filing of Annual Accounts by the Company put itself out of reach of stakeholders/regulatory authorities and other concerned.
The object of filing of Annual Return of company with the Public Domain is in the public interest, to enable the investors, public and whosoever interested in the company can access the fundamental information about the company and its management. Non-filing of this statutory return will result in denial of information to public about the company.
The object of filing Financial Statements of a company with MCA Portal is to enable the interested public/investors/statutory agencies to access and know about the company’s state of affairs. The financial statements of a company so filed shall give a true and fair view of the state of affairs of the company. The said statements will become documents of public domain and the interested public can access the said statements through MCA website to know the financial state of affairs of the company as on that date.
12. That in response to the SCN(s)’ no reply has been received from any of the directors/Company, hence every director/officer and the company have been imposed penalty in terms of section 2(60)(ii), (iv) and (vi) of the Companies Act, 2013.
13. Therefore, in terms of section 2(60)(ii), (iv) and (vi) of the Companies Act, 2013 all the officers/ directors of the company are liable for the non-filing of Annual returns and Balance sheets as per provisions of Companies Act, 2013, hence notices are being issued to all the Directors / Officers of the company (including Managing Director).
14. Having considered the facts and circumstances of the case, and after taking into account the factors above, the A.O do hereby impose penalty on Company, Directors as per Table Below for violation of Section 92 and 137 of the Companies Act, 2013 for Financial Year ending 31.03.2015 to 31.03.2021. The A.O is of the opinion that penalty is commensurate with the aforesaid default committed by the Notice’s.
| Documents require to be filed | No. of days of Default | Maximum Penalty on the company in rupees (as per law) | Penalty as per law on directors i.e.
1) Susanta Kumar Samal 2) Srimanta Kumar 3) Anusuya Tripathy and 4) Soudamini Samal |
Maximum Penalty on the directors in rupees (as per law) |
| Financial statement U/s. 137(1) of the Companies Act, 2013 | 3147 days for the financial year 2014-15 |
2,00,000 | 3147 days for the financial year 2014-15 | 50,000 on each director (50,000×4)=2,00,000 |
| 2782 days for the financial year 2015-16 |
2,00,000 | 2782 days for the financial year 2015-16 | 50,000 on each director. (50,000×4)=2,00,000 |
|
| 2417 days for the financial year 2016-17 |
2,00,000 | 2417 days for the financial year 2016-17 |
50,000 on each director. (50,000×4)=2,00,000 |
|
| 2052 days for the financial year 2017-18 |
2,00,000 | 2052 days for the financial year 2017-18 | 50,000 on each director. (50,000×4)=2,00,000 |
|
| 1687 days for the financial year 2018-19 |
1,78,700 | 1687 days for the financial year 2018-19 | 50,000 on each director. (50,000×4)=2,00,000 |
|
| 1322 days for the financial year 2019-20 | 1,42,200 | 1322 days for the financial year 2019-20 | 50,000 on each director (50,000×4)=2,00,000 | |
| 957 days for the financial year 2020-21 | 1,05,700 | 957 days for the financial year 2020-21 | 50,000 on each director (50,000×4)=2,00,000 | |
| Total | 12,26,600 | 14,00,000 i.e. 3,50,000×4 (directors) each |
–
| Documents required to be filed | No. of days of Default | Maximum Penalty on the company in rupees (as per law) |
Penalty as per law on Directors i.e.
1) Susanta Kumar 2) Srirnanta Kumar 3 (Anusuya Tripathy and 4) Soudamini Samal |
Maximum Penalty on the directors in rupees (as per law) |
| Financial statement U/s. 92(4) of the Companies Act, 2013 | 3117 days for the financial year 2014-15 |
2,00,000 | 3117 days for the financial year 2014-15 | 50,000 on each director. (50,000×4) =2,00,000 |
| 2752 days for the financial year 2015-16 |
2,00,000 | 2752 days for the financial year 2015-16 | 50,000 on each director. (50,000×4) =2,00,000 |
|
| 2387 days for the financial year 2016-17 |
2,00,000 | 2387 days for the financial year 2016-17 | 50,000 on each director. (50,000×4) =2,00,000 |
|
| 2022 days for the financial year 2017-18 |
2,00,000 | 2022 days for the financial year 2017-18 | 50,000 on each director. (50,000×4) =2,00,000 |
|
| 1657 days for the financial year 2018-19 |
1,75,700 | 1657 days for the financial year 2018-19 | 50,000 on each director. (50,000×4) =2,00,000 |
|
| 1292 days for the financial year 2019-20 |
1,39,200 | 1292 days for the financial year 2019-20 | 50,000 on each director.(50,000×4) =2,00,000 | |
| 927 days for the financial year 2020-21 | 1,02,700 | 927 days for the financial year 2020-21 |
50,000 on each director. (50,000×4) =2,00,000 |
|
| Total | 12,17,600 | 14,00,000 i.e. 3,50,000×4 (directors) each |
15. The company and its directors are hereby directed to rectify the default immediately from the date of receipt of copy of this order.
16. The Penalty imposed shall be paid through the Ministry of Corporate Affairs portal only.
17. Appeal if any against this order may be filed in writing with the Regional Director, Eastern Region, Ministry of Corporate Affairs, Nizam Palace, 3rd Floor, 234/4, A.J.C. Bose Road, Kolkata : 700 020 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 Companies Act, 2013 read with the Companies (Adjudicating of Penalties) Rules, 2014].
18. Your attention is also invited to Section 454(8) of the Act regarding consequences of nonpayment of penalty.
19. In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, a copy of this order is being sent to (1) SS MINING AND INFRA PRIVATE LIMITED, At/ Po-Suakati,Ps-Raisuan,Keonjhar,Orissa,758018, (2) Shri Susanta Kumar Samal (DIN 03421156) at ____________, (3) Shri Srimanta Kumar Tripathy (DIN 01215345) at _______________, (4) Smt Anusaya Tripathy (DIN 01215360) at _________________ and (5) Smt Soudamani Samal(DIN 03421188) at ______________ .
Place : Cuttack
Dated, the 18th June 2024
