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Non compliance of Section 137 of Companies Act 2013

29 November 2021

LIMITED COMPANY HAS NOT FILED AOC-4(FILING DATE SEPTER 2015) FOR THE YEAR ENDED 2015. HOWEVER HAS BEEN FILLING IN LATER YEARS. ROC HAS INITIATED CRIMINAL PROCEDINGS IN COURT IN YEAR 2017. SUMMONS HAS BEEN RECIVED BY DIRECTOR NOW IN 2021 ( DIRECTOR WAS NOT ON BOARD IN AUGUST 2015 AS HE HAD RESIGNED IN JULY BY FILLING DIR 11 WHICH WAS APPROVED BY MCA). WHAT IS RECOURSE TO DIRECTOR TO ABSOLVE HIMSELF FROM THIS FALSE CASE. WHAT IS THE RIGHT COURSE OF ACTION TO FOLOW AT COURT END AND ROC END. I HEAR THE SETION 137 IS DECRIMINALIZED AND PENALTY IS REDUCED. PLEASE GUIDE AS REGARDS MY LIABILTY (AS I WAS NOT ON BOARD DURING NON COMPLIANCE IN OCT 2015.

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3 Replies

Chirag (Professional) (1979 Points)
Replied 30 November 2021

If the act ( Non filing in this case) was done during the tenureship of director then he may be prosecuted , even he resigns later ,company defaulted in filing DIR-12 to ROC , because DIR-11 is optional ,you should also find the actual cause is just non filing of AOC-4/MGT-7 for 2014-2015 or any fraud/siphoning off happen ?,you can represent yourself before the ROC or Court & you can show that you resign from board due to genuine reason also during your tenure you don't have any cause to believe which impacts the reliability of FS or Current board and such directors were responsible for filing FS ,also produce copy of DIR-11,resignation letter ,any intimation you have send to company for Filing DIR-12( Which was not done ), most probably you were resigned just before AGM (Sep due date) and non filing of DIR -12 by company ,ROC also accused you ...For decreminalization ,it's my personal view that you have to confirm that it's retrospective in nature or not , by the way if company has already filed AOC -4 for 2014-2015 by paying penalty/fine then on that behalf petition can be quashed ,else such cases can be compounded also but for that filing of AOC-4 to be done .

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HELP GOV (5 Points)
Replied 08 December 2021

Still clarity in reply sort. will ROC withdraw case on its own as the section is decriminalized.

Chirag (Professional) (1979 Points)
Replied 08 December 2021

No, I don't think so, There is no retrospective effect of such decriminalisation ,so action was taken when it was subject prosecution, so matter is subjudice in court ,so you have to make representation and either you can go for compounding or else you may save with facts and evidences...

If I can recall, last yr till Dec 2020 settlement scheme was at there by MCA which give sunrise benefit to all defaulters to comply and ROC has to take back the case... CLSS scheme

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