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2025 (1) TMI 1455 - HC - Companies LawRefund of excess amount of Additional Fees charged from the Petitioner Companies on account of delay in filing Financial Statements along with interest - HELD THAT - It emerges that the AGM of a Company has to be held by the 30th September of the given year which can be extended maximum by three months by the ROC. It is a Statutory Provision and the date of holding of AGM cannot be modified or changed by any Office Order. In the present case the Petitioners in consonance with the provisions of the Companies Act held their AGM on 29.10.2019 i.e. within the statutory period. Having so done and the financial statements having been approved in the AGM they were bound to submit the said statements to the ROC within thirty days of the AGM as has been provided in Section 137 of the Companies Act. There is no circumstance in which Section 137 can be modified or the period of submitting the Financial Statements extended beyond the 30 days from the date of holding the AGM. From this Section 403 also it is evident that whatever are the timeframes provided under the Act for filing of the documents statement etc. if not done within the given time then the same shall be accepted on payment of the penalty as described therein i.e. not less than Rs.100/- per day. This Section also does not give any discretion to extend the time of taking the Statements u/s 92 or 137 of the Companies Act or of reducing/waiving the fines - From the bare perusal of Circular dated 29.10.2019 it is abundantly clear that it provided a window for filing the Financial Statements by the Companies latest by 30.11.2019. It was only to deal with the situation where any Company had failed to submit their Financial Statements within the prescribed time period they permitted to be filed within the relaxation period extended vide Circular dated 29.10.2017 i.e. by 30.11.2019. This situation would have arisen for Companies which may have sought extension of time from ROC to conduct their AGM beyond 30th of September. This Circular cannot be interpreted to read that the date of holding the AGM as provided under S. 97 or of consequent submission of Financial Statements within 30 days thereafter as provided under S. 137 of Companies Act was modified or extended. To interpret the Circular as extending the time of filing the Financial Statements beyond 30 days of AGM would tantamount to amendment of the Provisions of the Act which no Administrative Circular can do - the Petitioners are not correct in their Claim that the Financial Statements could have been filed by 30.11.2019. Conclusion - The Petitioners were liable to submit their Financial Statements by 29.10.2019 which they have failed to do in accordance with Section 137 of the Companies Act. Therefore the penalty has been rightly imposed by the Respondents w.e.f. 30.10.2019. Petition dismissed.
ISSUES PRESENTED and CONSIDERED
The core legal questions considered in this judgment were: 1. Whether the Petitioners were entitled to a refund of the additional fees charged for the late filing of financial statements, based on the Circular issued by the Respondent extending the filing deadline. 2. Whether the Circular dated 29.10.2019 effectively extended the statutory period for filing financial statements beyond the 30-day period following the Annual General Meeting (AGM) as mandated by Section 137 of the Companies Act, 2013. 3. Whether the imposition of additional fees from the original due date of 29.10.2019, despite the Circular, was justified. ISSUE-WISE DETAILED ANALYSIS 1. Entitlement to Refund of Additional Fees - Relevant Legal Framework and Precedents: The Petitioners relied on the Circular issued by the Respondent which extended the deadline for filing financial statements without additional fees. The Petitioners argued that they were entitled to a refund of fees charged beyond this extended deadline. - Court's Interpretation and Reasoning: The Court examined the Circular and the statutory provisions under the Companies Act, particularly Section 137, which mandates filing within 30 days of the AGM. The Court found that the Circular did not amend the statutory requirement but merely provided a grace period for those who had not filed within the original timeframe. - Key Evidence and Findings: The Petitioners filed their financial statements between 19.12.2019 and 22.12.2019, beyond both the original and extended deadlines. The Respondent's portal calculated additional fees from the original due date, leading to the Petitioners' claim for a refund. - Application of Law to Facts: The Court applied the statutory provisions, emphasizing that the Circular did not alter the requirement to file within 30 days of the AGM. As the Petitioners filed after the extended deadline, the additional fees were deemed justified. - Treatment of Competing Arguments: The Petitioners argued that the Circular extended the filing deadline for all companies, irrespective of their AGM date. The Respondents contended that the Circular did not alter statutory deadlines but provided a grace period for certain companies. - Conclusions: The Court concluded that the Petitioners were not entitled to a refund as the additional fees were correctly imposed from the original due date. 2. Interpretation of the Circular and Statutory Provisions - Relevant Legal Framework and Precedents: Section 137 of the Companies Act mandates filing within 30 days of the AGM. The Circular provided an extension for filing without additional fees until 30.11.2019. - Court's Interpretation and Reasoning: The Court interpreted the Circular as a temporary relief measure, not an amendment to the statutory filing requirement. The Circular did not extend the AGM date or the statutory filing period. - Key Evidence and Findings: The Circular explicitly stated the extended deadline for filing without additional fees, but did not alter the statutory requirement linked to the AGM date. - Application of Law to Facts: The Court emphasized that statutory provisions cannot be overridden by an administrative Circular. The Petitioners' interpretation of the Circular as extending the statutory deadline was rejected. - Treatment of Competing Arguments: The Petitioners claimed the Circular extended the filing period for all companies. The Respondents maintained that it offered a grace period for specific circumstances without altering statutory deadlines. - Conclusions: The Court held that the Circular did not extend the statutory filing period beyond the 30-day requirement from the AGM. 3. Justification of Additional Fees Imposition - Relevant Legal Framework and Precedents: Section 403 of the Companies Act prescribes additional fees for late filings. The Respondent's portal calculated fees from the original due date. - Court's Interpretation and Reasoning: The Court found that the imposition of additional fees from the original due date was consistent with statutory requirements and the Circular's intent. - Key Evidence and Findings: The Petitioners filed after both the original and extended deadlines, justifying the additional fees. - Application of Law to Facts: The Court applied Sections 137 and 403, affirming the additional fees for late filing from the original due date. - Treatment of Competing Arguments: The Petitioners argued for fee calculation from the extended deadline. The Respondents justified the calculation from the original due date based on statutory provisions. - Conclusions: The Court upheld the imposition of additional fees from the original due date, dismissing the Petitioners' claims. SIGNIFICANT HOLDINGS - Preserve Verbatim Quotes of Crucial Legal Reasoning: "To interpret the Circular as extending the time of filing the Financial Statements beyond 30 days of AGM, would tantamount to amendment of the Provisions of the Act, which no Administrative Circular can do." - Core Principles Established: Administrative Circulars cannot amend statutory provisions. The statutory requirement for filing within 30 days of the AGM remains unaltered by the Circular. - Final Determinations on Each Issue: The Court dismissed the Writ Petitions, upholding the imposition of additional fees from the original due date and rejecting the Petitioners' claims for a refund.
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