COMPANY AND DIRECTORS WERE FINED ₹4,50,000 FOR FILING FINANCIAL STATEMENTS WITHOUT COMPANY SECRETARY SIGNATURE AS SHE MET WITH A LIFE-THREATENING ACCIDENT

 COMPANY AND DIRECTORS WERE FINED ₹4,50,000 FOR FILING FINANCIAL STATEMENTS WITHOUT COMPANY SECRETARY SIGNATURE  AS SHE MET WITH A LIFE-THREATENING ACCIDENT

ROC DELHI VS NATIONAL SCHEDULED CASTES FINANCE AND DEVELOPMENT CORPORATION

FACTS OF THE CASE

·       The company and its directors were fined ₹4,50,000 for filing financial statements without the signature of the Company Secretary.

·       The lapse occurred because the CS had met with a life‑threatening accident and was unable to sign.

LEGAL BASIS

Section 134(1) of the Companies Act, 2013 mandates that financial statements must be signed by:

·       The Chairperson (if authorized), or

·       At least two directors, one of whom must be the MD (if any), and

·       The Company Secretary, wherever appointed.

Filing without the CS signature, when a CS is appointed, is treated as non‑compliance, regardless of the reason.

                  WHAT COMPANY SHOUD HAVE DONE?

Even though the accident was genuine and unfortunate, the ROC held that the company should have taken steps such as:

·       Appointing an interim or acting Company Secretary, or

·       Seeking condonation of delay from the MCA before filing.

KEY TAKEAWAYS

The ROC Delhi order shows that personal emergencies do not excuse statutory lapses. The company and directors were penalized because the law requires strict adherence to signature requirements, and no exemption exists for accidents or incapacity.

This case is a striking example of how statutory compliance requirements under the Companies Act, 2013 are enforced rigidly, even when there are extraordinary personal circumstances.

 

# Your Compliance expert R V SECKAR , FCS ,  LLB 79047  19295,