Non-signing of Financial statements by the directors: MCA imposes Penalty

The Ministry of Corporate Affairs, under the Companies Act, 2013, imposed penalties on Sonasuman Constech Engineers Private Limited (CIN: U45500BR2017PTC036124) for failing to comply with Section 134(1) and Section 134(6) regarding the signing of financial statements for the financial years 2017-18, 2018-19, and 2019-20. The company, incorporated on 30th October 2017, had filed E-form AOC-4 with unsigned financial statements due to technical issues related to file size limits. The company admitted the non-compliance and provided an unsatisfactory explanation for the failure to sign the documents.

In accordance with Section 134(8) of the Companies Act, the company and its directors were penalized. The company faces a total penalty of ₹900,000, while each director is penalized ₹150,000, making the total penalty for the directors ₹300,000. Considering the company’s status as a small company, with a paid-up capital of ₹500,000 and a turnover of ₹1.18 crore for FY 2018-19, the penalty amount was reduced. The payment of the penalties must be made within 90 days, with appeals allowed within 60 days of receiving the order. Non-compliance could lead to further legal consequences under the Companies Act.

Government of India
Ministry of Corporate Affairs
Office of the Registrar of Companies,
4th Floor, ‘A’ Wing, Maurya Lok Complex
Dakbunglow Road, Patna-800001
(0612)- 2216150/2950121

No. ROC/PAT/Inquiry/36124/984

Dated: 14.11.2024

Order for penalty for violation of section 134(1) r.w. 134(6) of the Companies Act, 2013

SONASUMAN CONSTECH ENGINEERS PRIVATE LIMITED

CIN: U45500BR2017PTC036124

Company:-

1. Whereas, Company M/s. Sonasuman Constech Engineers Private Limited, CIN: U45500BR2017PTC036124 (herein after known as Company) is a company incorporated on 30.10.2017 under the provisions of Companies Act, 2013 in the state of Bihar and having its registered office situated at C/o. Shailendra Jha, Flat No.502, Block-A4, Trivantpuram City, Patna, Bihar, 801105, India as per MCA website.

Facts about the case:-

2. Whereas, on perusal of the E-form AOC-4 filed for the financial year 2017-18, 2018-19 and 2019-20, it is observed that in attached financial statements the Directors have not signed the financial statements thereby leading to the violation of Sections 134(1) r. w. 134(6) of the Companies Act, 2013 for the abovementioned period.

3. This office has issued notice for the violation of section 134 of the Companies Act, 2013 to the company and its directors vide letter dated 06.08.2024.

4. However, this office has received an email dated 24.09.2024 from the company inter alia stating as , – as we recall, our rerstwhile auditor informed us that there is imitation on the size of the _.file which can be attached to the Annual Filing. Even alter multiple attempts, they were not able to make the file _.fit to size as allowed by ROC, therefore, they uploaded the unsigned version to resolve the attachment size issue and filed the form.” However, the reply of the company seems unsatisfactory and also, the company has accepted the non-compliance made by the company w.r.t the provisions of Section 134(1) r. w. 134(6) of the Companies Act, 2013. Thus, it is concluded that the company and its directors/officers have contravened the above-said provisions of the Act and therefore they are liable for penalty u/s. 134(8) of the Companies Act, 2013.

Section 134(8):- “If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.”.

5. As per clause 85 of section 2 of the Companies Act, 2013, small company means a company whose paid up capital and turnover shall not exceed rupees four crore and rupees forty crore respectively. As per MCA portal, paid up capital of the company- Sonasuman Contech Engineers Private Limited is Rs. 500,000.00 and the turnover of the company is Rs. 1,18,05,571.02/- as per financial year 2018­2019. Therefore, the benefits of small company are extended to this company while adjudicating penalty.

ORDER

6. Therefore, having considered the facts and circumstances of the case, and after taking into account the factors above, I hereby impose a penalty on Company, and its Directors as per table Below under section 134(8) of the Act for failure in compliance of section 134(1) r.w. 134(6) of the Companies Act, 2013.

7. The noticee shall pay the amount of penalty individually for the company and its directors (out of own pocket) by way of e-payment (available on Ministry website mca.gov.in) under ^–Pay miscellaneous fees” category in MCA fee and payment Services within 90 (ninety) days of this order. The Challan/SRN generated after payment of penalty through online mode shall be forwarded to this office.

8. Appeal against this order may be filled in writing with the Regional Director (ER). Ministry of Corporate Affairs, Kolkata, within a period of 60 (sixty) days from the date of receipt of this order, in Form ADJ (available on Ministry website www.mca.gov.in) setting forth the grounds of appeal and shall be accompanied by a certified copy of this order {Section 454(5) and 454(6) of the Act read with Companies (Adjudication of Penalties) Rules, 2014}.

9. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order.

10. This order may also be treated as an intimation under section 20 of the Companies Act, 2013.

(K. C. Meena)
Adjudicating Officer &
Registrar of Companies-Cum-
Official Liquidator, Patna.