ROC Uttar Pradesh Imposes Penalty for Non-Filing of Financial Statements Under Section 137:

ROC Uttar Pradesh Imposes Penalty for Non-Filing of Financial Statements Under Section 137 The Registrar of Companies (ROC) Uttar Pradesh recently levied a penalty on a company called "Shivansh Infraestate Private Limited" and its officers in default for non-compliance with the provisions of Section 137 of the Companies Act, 2013, relating to the filing of financial statements.

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Background of the Case Upon examining the complaints, the office submitted a report to the Office of the Regional Director (Northern Region) highlighting certain irregularities in the company's financial compliance. It was observed that the financial statements for the financial year 2016-17 were signed by the auditor on October 05, 2018. However, the Annual General Meeting (AGM) for that financial year was held earlier, on September 30, 2017. This clearly shows that the financial statements had not been audited as of the date of the AGM. As a result, the members of the company could not have validly adopted those financial statements during the AGM held on September 30, 2017. According to Section 137(2) of the Companies Act, 2013, if financial statements are not adopted at the AGM, the company is required to file the unadopted financial statements along with the necessary documents with the Registrar within 30 days of the AGM. These statements are then treated as provisional until the adopted financial statements are filed. However, in this case, the company failed to file such unadopted financial statements within the prescribed time. This amounts to a violation of Section 137 of the Companies Act, 2013.

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An e-hearing was also granted. During the hearing, the Company Secretary (CS) stated that the director appointed on July 19, 2022, and another director appointed on January 31, 2025, were not associated with the company at the time the non-compliance occurred. This was also verified from the documents filed by the company on the MCA 21 registry. Apart from this, CS requested to treat the company as a small company and reduce the penalty as per section 446B of the Companies Act 2013. As a result, the ROC imposed a penalty of Rs 100,000 on the company and Rs 25,000 each on its officers in default.