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TMI Blog2025 (1) TMI 1455X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hin 30 days of the AGM i.e. latest by 29.10.2019 without payment of any additional fee. In case the Petitioner filed it beyond the said date, it was required to pay an additional fee of Rs.100/- per day of such delay. 3. The Respondent No. 1, Union of India, issued Circular No. 13 of 2019 on 29.10.2019 which reads as under : "Keeping in view the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2019 on account of various factors, it has been decided to extend the due date for filing of e-forms AOC- 4, AOC-4 (CFS), AOC-4 XBRL upto 30.11.2019 and eform MGT-7 upto 31.12.2019, by companies without levy of additional fee…." 4. The Petitioners filed their Financial Statements in the requisite format between 19.12.2019 and 22.12.2019, against the extended due date of 30.11.2019. 5. The Respondent's Portal, however, has imposed an additional fee by counting the delay from the original due date of filing of Statements w.e.f. 29.10.2019 despite the Circular for extension taken out by the Respondent No. 1. It is asserted that because the website had not been updated in consonance with the Ci ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Financial Statements of the Companies irrespective of their date of AGM as the due date for filing the Statements in this Circular is clearly stated to be up to 30.11.2019. 13. In case the contention of the Petitioners that the date of Circular i.e. 30.11.2019 was to apply irrespective of the date of AGM for Financial Year 2018-19 and the additional fee could be levied only after expiry of 30 days from 30.11.2019, is accepted, then it would tantamount to amendment of Section 137 of the Companies Act through a Circular. The purpose was clearly conveyed in Circular itself, which provided a date, i.e. 30.11.2019, up to which no additional fee was leviable. The word "up to" clearly suggests that the intention was not to specify any particular due date as a substitute for the date of AGM, but was rather to specify a period up to which no additional fee would be levied for certain Forms. Thus, any filing made after the date mentioned in the Circular, would not get the benefit and fee would be levied in terms of the Companies Act. 14. It is further stated that it is not clear what prevented the Petitioner Companies from filing their Financial Statements within the extended period espec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of September of the next financial year. The only exception is provided in its proviso wherein it is only the Registrar of Companies who has the jurisdiction to extend the date of holding the AGM by another three months. Therefore, which with the permission of ROC, AGM can be conducted till 31st of December of that year. 21. In this context, it is also pertinent to refer to Section 137 (1) of Company Act, which reads as under:- (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, 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 within the time specified under section 403: 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 sub-section (1) shall be filed with the Registrar within thirty days o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tered or recorded within the time specified in the relevant provision on payment of such fee as may be prescribed: [Provided that where any document, fact or information required to be submitted, filed, registered or recorded, as the case may be, under section 92 or 137 is not submitted, filed, registered or recorded, as the case may be, within the period provided in those sections, without prejudice to any other legal action or liability under this Act, it may be submitted, filed, registered or recorded, as the case may be, after expiry of the period so provided in those sections, on payment of such additional fee as may be prescribed, which shall not be less than one hundred rupees per day and different amounts may be prescribed for different classes of companies:]" 26. 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 Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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