Adjudication Order Against Company and Directors for Failure to File Financial Statements
Background of the Adjudication Proceedings
The Registrar of Companies, Guwahati, functioning under the Ministry of Corporate Affairs, issued an adjudication order in exercise of powers vested under Section 454 of the Companies Act, 2013. The order imposed monetary penalties for contravention of Section 137(3) of the Act, which mandates timely filing of financial statements.
The adjudication proceedings were initiated following an inquiry conducted pursuant to Section 206(4) of the Companies Act, 2013. The inquiry was ordered by the Ministry through its communication dated 17 June 2021. The investigation revealed significant lapses in statutory compliance by the entity in question.
Appointment of Adjudicating Authority
The Ministry of Corporate Affairs, through its Gazette notification bearing number S.O. 2650(E) dated 25 July 2015, designated the Registrar of Companies as the Adjudicating Officer. This appointment was made under the provisions of Section 454 of the Companies Act, 2013, read in conjunction with the Companies (Adjudication of Penalties) Rules, 2014. The designated authority possesses jurisdiction to determine and impose penalties for violations under various provisions of the Act.
Details of the Entity and Persons Concerned
The subject entity, ROWRIAH ESTATES PVT LTD, holds Corporate Identity Number U01132AS1959PTC001152. The company is duly registered under the provisions of the Companies Act and maintains its registered office at Ranjan Bhawan, J.B Road, Jorhat, Assam, with PIN code 785001.
Four individuals serving as directors of the company were also brought within the ambit of adjudication proceedings:
- RAMANIDHAR BARUAH - Director
- SNIGDHAJYOTI DHAR BARUAH - Director
- SANGITA DUTTA - Director
- JAYANTA DHAR BARUA - Director
These individuals were identified as officers in default responsible for ensuring compliance with the statutory filing requirements.
Statutory Provisions Invoked
Section 137(3) of the Companies Act, 2013
The relevant provision of Section 137(3) stipulates that when a company fails to file financial statements within the timeframe prescribed under sub-section (1) or sub-section (2), the company becomes liable for:
- An initial penalty of Rs. 10,000
- In case of continuing default, an additional penalty of Rs. 100 per day
- Maximum penalty capped at Rs. 2,00,000 for the company
Additionally, the Managing Director and Chief Financial Officer, or in their absence, any director specifically charged with this responsibility by the Board, or in the absence of such designation, all directors collectively, shall be liable for:
- An initial penalty of Rs. 10,000
- In case of continuing default, an additional penalty of Rs. 100 per day after the first day
- Maximum penalty capped at Rs. 50,000 per individual
Specific Default Identified
The inquiry initiated under ministerial direction revealed that ROWRIAH ESTATES PVT LTD failed to file its financial statements for the Financial Year 2020-21 using Form AOC-4. This non-compliance constituted a direct violation of Section 137(1) of the Companies Act, 2013.
The default period commenced on 31 October 2021 and continued until the date of passing the adjudication order on 6 February 2026. This resulted in a continuing default spanning 1,560 days.
Verification Through Ministry Records
During the inquiry process, the Inquiry Officer examined records available on the Ministry of Corporate Affairs portal. The examination confirmed that no financial statements had been filed for FY 2020-21, establishing prima facie evidence of statutory violation.
Consequently, both the company as a legal entity and its four directors were identified as liable for penal action under Section 137(3) for their failure to ensure compliance with mandatory filing requirements.
Hearing Process and Submissions
E-Hearing Arrangement
The company had requested an electronic hearing facility. Accordingly, the Adjudicating Officer scheduled virtual hearings on 16 January 2026 and subsequently adjourned it to 20 January 2026.
However, due to technical difficulties encountered during the virtual hearing process, the proceedings could not be conducted as planned. The company's authorized representative, Shri Pravin Kumar Chhajer, FCS, was unable to attend the virtual hearing sessions due to these technical glitches.
Written Submissions Filed
Unable to submit responses through the e-adjudication module, the company submitted its written response physically on 5 February 2026.
In the written submission, the company's representative explained that the entity could not file the requisite financial statements for FY 2020-21 due to pending matters before the Hon'ble National Company Law Tribunal (NCLT), Guwahati Bench, specifically in Company Petition No. 4 of 2021.
The company contended that the matter being sub judice before the NCLT constituted a valid reason for the delay in statutory filings.