COMPANY SECRETARY AND MANAGING DIRECTOR WERE PENALIZED FOR FAILURE TO DISCLOSE INFORMATION IN THE COMPANY’S WEBSITE.

 COMPANY SECRETARY AND MANAGING DIRECTOR WERE PENALIZED FOR FAILURE TO DISCLOSE INFORMATION IN THE COMPANY’S WEBSITE.

ROC, CUTTACK VS HARI MACHINES LIMITED.

FINDINGS IN THE SECRETARIAL AUDIT

For FY 2017-18, Secretarial Auditor had qualified in the Secretarial Audit Report, stating that the company failed to disclose its financial statements, quarterly reports, and notices of AGM on its website.

SECTION 136(1) OF THE COMPANIES ACT,2013

Section 136(1) of the Companies Act requires every listed company to place its financial statements and documents which are required to be attached thereto on its website, in addition to filing with the Registrar.

NON-COMPLIANCE ATTRACKS PENALTY

Non-compliance with Section 136(1) triggers penalty under Section 136(3) for the company and Section 454 (via the Adjudication of Penalties Rules) for the officers in default.

ROC’S ORDER

ROC Cuttack imposed a penalty of 5K each on MD, and CS.

COMPANY AND CFO   ABSOLVED

The company was not penalized as it is under liquidation. CFO is also not penalized because his function did not relate to website disclosures.

KEY LEARNINGS

The order emphasizes that website disclosures are mandatory for listed companies and non‐compliance is being actively enforced by ROC.

Officers (especially Company Secretary) cannot escape liability merely by attributing the fault to administrative oversight if the function falls within their domain.

Even if the company is under liquidation, the officers may still be pursued for statutory non‐compliances.

R V SECKAR , FCS,LLB 79047 19295