Introduction: The Registrar of Companies, Maharashtra, Pune, has issued an adjudication order imposing penalties on Sitaram Maharaj Sakhar Karkhana (Khardi) Limited for a violation of Section 137(1) of the Companies Act, 2013. The penalty is a consequence of the company’s failure to file financial statements within the stipulated timeframe.
Detailed Analysis:
1. Appointment of Adjudicating Officer: The Ministry of Corporate Affairs appointed the undersigned as the Adjudicating Officer under Section 454(1) of the Companies Act, 2013, for adjudicating penalties. The officer is empowered to adjudicate penalties under Section 137 of the Act since January 2, 2018.
2. Company Details: Sitaram Maharaj Sakhar Karkhana (Khardi) Limited is a registered company with its registered office in Solapur, Maharashtra. The company’s financial conduct and adherence to filing requirements under the Companies Act are under scrutiny.
3. Facts about the Case: a. Section 137(1) requires companies to file financial statements within 30 days of the annual general meeting. Failure to comply results in penalties. b. The company, as observed during an inspection, failed to file balance sheets and profit and loss accounts for the years ending March 31, 2020, and March 31, 2021. c. The company responded, claiming compliance for the financial year ending March 31, 2019, and proposed compounding for subsequent years.
4. Relevant Provisions of the Companies Act, 2013:
- Section 137 outlines the requirements for filing financial statements, prescribing penalties for non-compliance.
- Section 454 provides the authority for adjudication of penalties.
5. Adjudication of Penalty: a. The adjudicating officer concludes that the company and its officers defaulted in filing financial statements for the financial year 2020-21 within the due date. b. The penalty is imposed under Rule 3(13) of Companies (Adjudication of Penalties) Rules, 2014, and General Circular No. 01/2020. c. The penalty is deemed commensurate with the violation. d. The company and its officers are directed to pay the imposed penalty through the Ministry of Corporate Affairs portal.
6. Appeal Process: a. The company has the right to appeal the order within sixty days from the date of receipt. b. The appeal should be filed in writing with the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, in Form ADJ, accompanied by a certified copy of the order.
7. Consequences of Non-Payment: The order highlights the consequences of non-payment within the stipulated 90-day period. Section 454(8)(ii) outlines the repercussions for failure to comply with the penalty order.
Conclusion: Sitaram Maharaj Sakhar Karkhana (Khardi) Limited faces penalties for violating Section 137(1) of the Companies Act, 2013, by failing to file financial statements within the prescribed timeframe. The detailed adjudication order provides insights into the case, the company’s response, and the imposed penalty. Companies are reminded of the importance of timely compliance with statutory filing requirements to avoid legal consequences and financial penalties.
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: [email protected]
Order No. RoCP/ADJ/ order / 137/23-24/SMSKKL/MV/ 2335 to 2337 Date: 21 DEC 2023
ADJUDICATION ORDER
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Adjudication Order of penalties in the matter of Sitaram Maharaj Sakhar Karkhana (Khardi) Limited CIN U15424PN1949PLC013656 under Section 454(3) r/w 137 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) of Section 137 of the Companies Act, 2013
- Companies (Accounts) Rules 2014.
- Companies (Accounts) Amendment Rules, 2015
- Companies (Accounts) Second Amendment Rules, 2015
- Gazette Notification of Ministry of Corporate Affairs vide No. A-42011/112/2014-Ad. II, dated 24.03.2015 (see (E), dated 24.03.2015
- General Circular No. 1/2020 dated 02.03.2020
In respect of:
Sitaram Maharaj Sakhar Karkhana (Khardi) Limited (U15424PN1949PLC013656) having its registered office as per MCA21 Registry at address “C/O Kalyanraao V Kale A/P Wadikuroli Pandharpur NA, Solapur, Maharashtra, 00000 India” and its directors/KMPs.
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 (here n 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 with effect from 02. 1.2018.
2. Company:
Sitaram Maharaj Sakhar Karkhana (Khardi) Limited (U15424PN1999PLC013656) (herein after referred as Company) is a registered company with this office under the provisions of section 7 •f the Companies Act, 2013 having its registered office as per MCA21 Registry at address `C/0 Kalyanrao V Kalea/P Wadikuroli Pandharpur NA, Solapur, Maharashtra, 000000, India”
3. Facts about the Case:
a) The provisions of section 137 (1) of the Act, A copy f the financial statements, including consolidated financial stat ment, 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 neural meeting in such manner, with such fees or additional fees as may be prescribed within the time specified under section 03; (2) Where the annual general meeting of a company for any ye r has not been held, the financial statements along with the documents required to be attached under sub-section (1)1, duly signed along with the statement of facts and reasons for not holding the annual general meeting shall be file with the Registrar within th ty days of the last date before which the annual general meeting should have been held and in such manner, with such fees or additional fees as may be prescribed within the time specified, under section 403.
b) as per the provisions of section 137 (3) of the Act, If company fails to file the copy of the financial statements under section 137 (1) or section 137(2), as the case may be, before the expel of the period specified therein the company shall be liable to penalty of ten thousand penalty failure cc the man company the Chie: the Boar of this s directors thousand penalty which thousand rupees and in case of continuing failure, with a further f one hundred rupees for each day during which such continues, subject to a maximum of two lakh rupees , and aging director and the Chief Financial Officer of the if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by i with the responsibility of complying with the provisions cation, and, in the absence of any such director, all the of the company, shall be shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further for one hundred rupees for each day after the first during which failure continues, subject to maximum of fifty thousand rupees.
c) An Inspection of the company under section 206 of the companies Act 2013 was It was Conducted by an IO of this office;
It was observed during the course of Inspection that, “the said company has failed to file Balance sheet and profit and loss account for the year ended 31.03.3023 and 31.03.2023 with ROC within 30 days and there is a violating of section 137 of the Companies Act, 2013foe which the company and officer in default are liable foe penal action.”
d) The matter was also taken up with the company during the course of the said in inspection and the company had submitted its reply stating that – ” Companies has complied with the requirement of section 137 of the companies Act, 2013 where by in AGM for the financial year ending 31st March 2019 wad held on September 30,2019, for March 31st, 2020 held on April 30, 2021 and for March 31, 2021 held on November 30, 2021. It is submitted that the Company would be compounding which is permitted under the Companies Act 2013.”
e) The matter was also taken up with the company during the course of the said inspection and the company had submitted its reply starting that – “company has complied with the requirement of section 92 of the Companies Act, 2013. The company had field Annual Return for the FY 2018-19. The Company Would be approaching competent authority for adjudication/ compounding as permitted under the Companies Act, 2013.”
f) The IO has commented on the reply submitted by the company that-“As per provisions of Section. 137 of the Companies Act, 201 t every company is required to file 23AC and 23ACA along with the Balance sheet and profit and loss account for the year ended 31.03.2020 within 0 days from the date of Annual General Meeting. Where no Annual General Meeting has been held, the company shall has to file with ROC wit in 30 days from the latest day on or before which that meeting should h ye been held in accordance with the provisions of the Act. Hence the corn luny has not filed its Balance sheet and profit and loss account for he year ended 31.03.2019, 31.03.2020 and 31.03.2021 with ROC within 30 days and there is a violation of section 137 of the Companies Act, 2013 for which the company and officers in default are liable for penal action.”
g) Accordingly, as per the directions of the competent authority, the adjudication officer has issued adjudication ROC/ADJ/SMSKKL/137/23-24/407-415 dated 26.05.2023 (herein ) after referred as Adjudication Notice) under Section 454(4) read with 137 of the Companies Act, 2013 read with Rule 3(2) (Adjudication of Penalties), 2014 to the company and default for the violation of the provisions of the act as mentioned in para “a” above;
h) No reply has been received to the Adjudication notice from the company. Further, the IO has already concluded that the company has violated the provision of section 137 of Companies Act, 2013. Further it is observed from the MCA21 records that the company has filed annual return for FY 2018-19 and 2019-20 prior to, or within thirty days of, the issue of the notice by the adjudicating officer, hence company is not liable to pay penalty for the period made on 2018-19 and 2019-20. However, the company has not filed annual return for the FY 2029-21 prior to, or within thirty days of, the issue of the notice by the adjudicating officer for which the company and officer are in default are liable for action.
4. Relevant provisions of the Companies Act, 2013:
Section 137 :- Copy of Financial statement to be filled with Registrar
(1) 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, in India. 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 1***
Provided that where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general ‘ meeting, such un-adopted financial statements along with the required documents under sub-re filed section (1) shall be field Registrar within thirty days of the date of annual general meeting’ the Registrar shall take thein 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 field 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 prescribe 1***.
Provided also that a One Person Company shall file a copy of the financial statements duly adopted Registrar attach the accounts of its subsidiary or subsidiaries which have been incorporated outsides India and which have not established their place of business
2[Provided also that in the case of a subsidiary which has been incorporated out ode India (herein referred to as foreign subsidiary), which is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the requirements of the fourth proviso shall be met if the holding Indian company files such unaudited financial statement along with a declaration to this effect and where such Financial statement is in a language other than English, along with a translated copy of the financial statement in English.]
(2) Where the annual general meeting of a company for any year has not been held, the financial statements along with the documents required to be attached under sub-section (1) duly signed along with the statement of facts and reasons for not holding the annual general meeting shall be filed with the Registrar within thirty days of the last date before which the annual general meeting should have been held and in such manner, with such fees or additional, fees as may be prescribed 3″*.
3) If a company fails to file the copy of the financial state section (1) or sub-section (2), as the case may be, before the expiry specified therein the company shall be liable to a penalty ten thousand of to and in case of continuing failure, with a further penalty of on for each day during which such failure continues, subject to a lakh rupees, and the managing director and the Chief Financial company, if any, and, in the absence of the managing director Financial Officer, any other director who is charged by the responsibility of complying with the provisions of this section, a of any such director, all the directors of the company, shall be shall be liable penalty of ten thousand rupees and in case of continuing fail penalty of one hundred rupees for each day after the first d failure continues, subject to a maximum of fifty thousand rupees.
Provisions of section 454 (3) of Companies Act, 2013
Provided that in case the default relates to non-compliance sub-section (4) of section 92 or sub-section (1) or sub-section (2) of section 137 and such default has been rectified either prior to, or within thirty days of the by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.
5. ORDER:
a. Considering the above facts of the case aired the relevant provisions; the undersigned now hereby pronounces the order. Further, the delay in the issuance of the order is on account of checking MCA21 records; other administrative reasons.
b The company 4nd its officers, who have defaulted the provisions of section 137 1) of the Act for non-filling finance al statements for the financial ear 2020-21 by not filing financial statements within the due date i.e 30.12.2021. The company has filed its financial statements for FY 2020-21 on 13.07. 023. Further, by not filing the annual return prior to, or within thirty days of, the issue of the notice (date of adjudication notice 26.05.2023) by the adjudicating officer for which liable for penalties under section 137(3) of the Act.
c. I exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the facts and circumstance of the case and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its offices in default pursuant to Rule 3 (13) of Companies (Adjudication of Penalties) Rules, 2014 r/w General Circular No.01/2020 dated 02.03.2020; as per table below foe violation of Section 137(1) of the Act:-
|
Period of default |
No. of days of default | Penalty imposed on company/ director(s) | Designation | First default (In Rs) | Default continues (In Rs) | Total maximum penalty (In Rs) |
| *31.12.2021 to 12.07.2023 | 558 | SITARAM MAHARAJ KARKHANA (KHARDI) LIMITED | Company | 10000 | 100*557 | 65700 |
| *31.12.2021 to 12.07.2023 | 558 | RAJU SAVKAR SURYAWANSHI | CFO (KMP) | 10000 | 100*557 | 65700 |
d. I am of the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
e. The Noticee(s)/applicant(s) shall pay the penalty so imposed t rough Ministry of Corporate Affairs portal only as per rule 3(14) 0 Companies (Adjudication Of Penalties) Rules, 2014.
f. Appeal against this order may be filed under section 454(5) of t e Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, Within a period o sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by certified copy of this order. [Section 454 of the Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended Companies (Adjudication of Penalties) Amendment Rules, 2019.
g. Your attention is also invited to’, section 454(8)(ii) of the Act regarding consequences of non-payment of penalty within the prescribed limit of 90 days from the date of the receipt of the copy of this order in terms of the provision of section 454(8)(i) of the Act.
h. In terms of the provisions of sub-rule (9) of Rule (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rule 2019, copy of this order is being sent to Sitaram Maharaj Sakhar Karkhana (Khardi) Limited and all directors/officers default mentioned herein above and also to Office of the Regional Director (Western Region), and Ministry of Co New Delhi.
(Mangesh Jadhav, ICLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
