TaxTMI 
TaxTMI 
2025 (8) TMI 77
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....G.P. for UOI. Mr. Tushar Sannu and Mr. Aman Kumar, Advocates for GNCTD., Ms. Mahamaya Chatterjee, GP for UOI. JUDGEMENT TUSHAR RAO GEDELA, J: (ORAL) 1. The present batch of appeals has been filed assailing the common judgement dated 27.01.2025 passed in the underlying writ petitions bearing W.P.(C) 16085/2023 and batch, whereby the learned Single Judge has rejected the appellants' prayer for a direction to the respondent to refund the excess amount of additional fees charged from the appellants and the companies amalgamated therein alongwith interest @ 18% p.a. from the date of payment till the date of actual refund. 2. Ms. Rachna Agrawal, learned counsel for the appellants submits that the appellants held their Annual General Meeting (hereafter referred to as 'AGM') for the relevant year on 30.09.2019. Accordingly, as mandated by Section 137(1) of the Companies Act, 2013, the appellant companies were required to file a copy of their financial statements in the prescribed Form AOC-4 within 30 days of the AGM i.e. latest by 29.10.2019 without payment of any additional fees. Should the appellant file it after that date, it was required to pay an additional fee of Rs.100/-....
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....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. It is argued that the appellant companies having admittedly held the AGM on 30.09.2019 were mandated to file their financial statements within 30 days of holding of the AGM, as per the provisions of Section 137(1) of the Companies Act. 8. Ms. Shiva Lakshmi further places reliance on Section 403 of the Companies Act to submit that the time frames provided under the Act for filing of the documents, statements etc., are strict and as an exception, the proviso only allows extension for such submission on payment of the penalty as described therein i.e. not less than Rs. 100/- per day. She states that this provision does not give any discretion to extend the time of taking the statements under Section 92 or 137 of the Companies Act or of reducing/waiving the fines. 9. Learned CGSC states that the appellant companies have been rightly charged additional fee in view of the delay in submission of the financial statements beyond the statut....
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....reasoning rendered by the learned Single Judge. 15. In this context, it would be appropriate first to reproduce hereunder the provisions of Section 137(1) of the Companies Act as also the Circular no. 13/2019 dated 29.10.2019, which read thus:- "137. Copy of financial statement to be filed with Registrar - (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 subsection (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 of the date of annual general meeting and the Registrar shall take them in his records as provisional t....
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....mpanies Act or of reducing/waiving the fines. Unfortunately, the proviso to Section 403 was overlooked by the learned Single Judge while interpreting such provisions. In order to appreciate the error, it would be apposite to extract Section 403 of the Companies Act alongwith its proviso which is 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, 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, whic....