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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 ..... nt till the date of actual refund. 2. The basic facts are that the Petitioner Companies are incorporated and registered with Registrar of Companies under the Companies Act. Section 137 (1) of the Companies Act, 2013 mandates that a copy of Financial Statements including the Consolidated Statements along with all the documents duly adopted at the Annual General Meeting (AGM) of the Company, shall be filed with the Registrar of Companies within 30 days of the date of AGM in such manner as may be prescribed. All the respective Companies held their Annual General Meeting on 30.09.2019 for the year ending on 31.03.2019. They were required to file the copy of Financial Statements in the prescribed Form AOC-4 at AOC-4 CFS within 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 financi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r much delay; consequently they are liable for imposition of additional fee. 11. It is further asserted that Circular dated 29.10.2019 did not envisage extension of the date of AGM of Companies. The power to extend the date of AGM is vested with the Registrar of Companies in terms of third Proviso to Section 96 (1) of the Companies Act. It allows the Registrar to provide extension of AGM for a period not exceeding three months. Thus, the Company which was required to conduct their AGM as on 30.09.2019 of each year may do so by 31st of December of that year, in case extension is granted by the Registrar of the Companies. 12. It is asserted that the Circular dated 29.10.2019 did not extend the date of filing of the 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 Se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient: Provided that such directions may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the Tribunal, be deemed to be an annual general meeting of the company under this Act." 20. This is a mandatory provision of the Companies Act which does not admit to any exception that each Company is bound to hold its AGM by 30th 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, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t 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. 25. Moreover, S.403 also gives insight into the stringency of the prescribed timeline and charging of additional fee when there is a delay in the same. Section 403 is reproduced as under: "403: Fee for filing, etc (1) Any document, required to be submitted, filed, registered or recorded, or any fact or information required or authorised to be registered under this Act, shall be submitted, filed, registered 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, re ..... X X X X Extracts X X X X X X X X Extracts X X X X
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