Madhya Pradesh High Court
Shashikant Patel vs Registrar Of Companies M.P. on 12 June, 2025
Author: Anuradha Shukla
Bench: Milind Ramesh Phadke, Anuradha Shukla
1
IN THE HIGH COURT OF MADHYA PRADESH
AT G WA L I O R
BEFORE
HON'BLE SHRI JUSTICE MILIND RAMESH PHADKE
Misc. Criminal Cases No.2607 of 2025
Shashikant Patel
Vs.
Registrar of Companies
APPERANCE
Shri Praveen Surange - Advocate for the petitioner.
Shri Praveen Kumar Newaskar - Dy. SGI for the respondent.
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Reserved on : 19/03/2025
Delivered on : 12/6/2025
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This petition having been heard and reserved for orders, coming
on for pronouncement this day, the Hon'ble Shri Justice Milind
Ramesh Phadke pronounced/passed the following:
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ORDER
The present petition, under Section 482/528 of the Code of
Criminal Procedure, 1973/B.N.S.S. has been preferred by the
petitioner for quashment of criminal proceedings as well as the order
of taking cognizance against the petitioner for the offence under the
provisions of Sections 129(7) read with Section 137(3) of the
Companies Act, 2013 (”Act of 2013”) registered as Criminal Case
No.1488 of 2015 before the Court of Chief Judicial Magistrate,
Gwalior.
2. Short facts necessary for adjudication of the present controversy
are that on 04.12.1991, M/s. Plethico Pharmaceuticals Private Limited
2
was incorporated as private limited company under the Act of 1956
having its Corporate Identification No.L-24232-MP-1991-PLC-
006801 and was having registered Office at A.B. Road, Manglia,
Indore (M.P.) and later on, it was converted into a Limited Company.
The respondent/Complainant had filed a complaint dated 27.02.2015
before the Court of learned Chief Judicial Magistrate, Gwalior against
the present petitioner, who was Managing Director at the relevant of
point of time, alleging that the petitioner alongwith other accused
persons had failed to lay and file the balance-sheet and profit & loss
account for the financial year ended 2012-13 as well as that of
December, 2013 for which according to the provisions of Section
129(7) and 137(3) of the Act of 2013, the present complaint
27.02.2015 has been filed. Aggrieved by the aforesaid complaint, the
present petition has been filed.
3. Learned counsel for the petitioner had submitted before this
Court that the learned Court below, without due application of judicial
mind, had taken cognizance upon the impugned criminal complaint
filed by the present respondent against the petitioner, which deserves
to be quashed on the ground that no complaint was required to be
entertained under Section 129(7) of the Act of 2013 for contravention
of the provisions of Section 129 of the Act of 2013 with regard to not
laying and filing the Financial Statements before the Company in
Annual General Meeting, as another complaint, registered as Criminal
Case No.6759 of 2016, was filed by the Respondent/Complainant
before learned Chief Judicial Magistrate, Gwalior for convening
Annual General Meeting of the Company for financial year ended
3
31.03.2014 beyond prescribed timelines (i.e. on 26.12.2014) and the
Board of Directors of the company had laid financial statements for the
financial year ended 31.03.2014 at the Annual General Meeting of the
Company.
4. It was further submitted that the Financial Statements have to be
filed within 30 days from the Annual General Meeting or in case no
Annual General Meeting is held, the due date on which the said
meeting should have been held in such a manner and prescribed as per
Section 403 of the Act of 2013 and herein case, the due date for filing
the balance-sheet and profit & loss account for the period ended on
31.03.2014 was 07.09.2015, but the present complaint has been filed
on 27.02.2015 which as per Section 403 of the Act of 2023 being pre-
mature deserves to be quashed. It was thus prayed that the present
petition be allowed by quashing the criminal proceedings as well as the
order of taking cognizance against the petitioner by the Court of Chief
Judicial Magistrate, Gwalior.
5. On the other hand, Shri Praveen Kumar Newaskar – Dy. SGI fo
the respondent has opposed the prayer so made by counsel for the
petitioner and has prayed for dismissal of the petition alleging that no
illegality or infirmity has been committed by the Court below in taking
the cognizance against the petitioner.
6. Heard counsel for the parties and perused the record.
7. Looking to the facts and circumstances of the case as well as the
arguments as advanced by the counsel for the parties, this Court deems
it expedient to go through the provisions of Section 403, 129, 137 of
the Act of 2013 which read thus:-
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Section 403 of the Act of 2013 reads thus;
(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 any document, fact or information may
be submitted, filed, registered or recorded, after the
time specified in relevant provision for such
submission, filing, registering or recording, within a
period of two hundred and seventy days from the
date by which it should have been submitted, filed,
registered or recorded, as the case may be, on
payment of such additional fee as may be
prescribed:
Provided further that any such document, fact or
information may, without prejudice to any other
legal action or liability under the Act, be also
submitted, filed, registered or recorded, after the first
time specified in first proviso on payment of fee and
additional fee specified under this section.
(2) Where a company fails or commits any default to
submit, file, register or record any document, fact or
information under sub-section (1) before the expiry
5of the period specified in the first proviso to that
subsection with additional fee, the company and the
officers of the company who are in default, shall,
without prejudice to the liability for payment of fee
and additional fee, be liable for the penalty or
punishment provided under this Act for such failure
or default.
Section 137 of the Act of 2013 reads thus;
(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
sub-section (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 till the
6financial statements are filed with him after their
adoption in the adjourned annual general meeting
for that purpose:
Provided further that financial statements adopted in
the adjourned annual general meeting shall be filed
with the Registrar within thirty days of the date of
such adjourned annual general meeting with such
fees or such additional fees as may be prescribed
within the time specified under section 403:
Provided also that a One Person Company shall file
a copy of the financial statements duly adopted by its
member, along with all the documents which are
required to be attached to such financial statements,
within one hundred eighty days from the closure of
the financial year:
Provided also that a company shall, along with its
financial statements to be filed with the Registrar,
attach the accounts of its subsidiary or subsidiaries
which have been incorporated outside India and
which have not established their place of business in
India.
(2) Where the annual general meeting of a company
for any year has not been held, the financial
statements along with the documents required to be
attached under sub-section (1), duly signed along
with the statement of facts and reasons for not
7holding the annual general meeting shall be filed
with the Registrar within thirty days of the last date
before which the annual general meeting should
have been held and in such manner, with such fees
or additional fees as may be prescribed within the
time specified, under section 403.
(3) If a company fails to file the copy of the financial
statements under sub-section (1) or sub-section (2),
as the case may be, before the expiry of the period
specified in section 403, the company shall be
punishable with fine of one thousand rupees for
every day during which the failure continues but
which shall not be more than ten lakh rupees, and
the managing director and the Chief Financial
Officer of the company, if any, and, in the absence of
the managing director and the Chief Financial
Officer, any other director who is charged by the
Board with the responsibility of complying with the
provisions of this section, and, in the absence of any
such director, all the directors of the company, shall
be punishable with imprisonment for a term which
may extend to six months or with fine which shall not
be less than one lakh rupees but which may extend to
five lakh rupees, or with both.”
Section 129 of the Act of 2013 reads thus;
137. Copy of financial statement to be filed
8
with Registrar. Financial statement.– (1) The
financial statements shall give a true and fair view of
the state of affairs of the company or companies,
comply with the accounting standards notified under
section 133 and shall be in the form or forms as may
be provided for different class or classes of
companies in Schedule III:
Provided that the items contained in such financial
statements shall be in accordance with the
accounting standards:
Provided further that nothing contained in this sub-
section shall apply to any insurance or banking
company or any company engaged in the generation
or supply of electricity, or to any other class of
company for which a form of financial statement has
been specified in or under the Act governing such
class of company:
Provided also that the financial statements shall not
be treated as not disclosing a true and fair view of
the state of affairs of the company, merely by reason
of the fact that they do not disclose–
(a) in the case of an insurance company, any matters
which are not required to be disclosed by the
Insurance Act, 1938 (4 of 1938), or the Insurance
Regulatory and Development Authority Act, 1999
(41 of 1999);
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(b) in the case of a banking company, any matters
which are not required to be disclosed by the
Banking Regulation Act, 1949 (10 of 1949);
(c) in the case of a company engaged in the
generation or supply of electricity, any matters
which are not required to be disclosed by the
Electricity Act, 2003 (36 of 2003);
(d) in the case of a company governed by any other
law for the time being in force, any matters which
are not required to be disclosed by that law.
(2) At every annual general meeting of a company,
the Board of Directors of the company shall lay
before such meeting financial statements for the
financial year.
(3) Where a company has one or more subsidiaries,
it shall, in addition to financial statements provided
under sub-section (2), prepare a consolidated
financial statement of the company and of all the
subsidiaries in the same form and manner as that of
its own which shall also be laid before the annual
general meeting of the company along with the
laying of its financial statement under sub-section
(2):
Provided that the company shall also attach along
with its financial statement, a separate statement
containing the salient features of the financial
10statement of its subsidiary or subsidiaries in such
form as may be prescribed:
Provided further that the Central Government may
provide for the consolidation of accounts of
companies in such manner as may be prescribed.
Explanation.–
For the purposes of this sub-section, the word
“subsidiary”‖shall include associate company and
joint venture.
(4) The provisions of this Act applicable to the
preparation, adoption and audit of the financial
statements of a holding company shall, mutatis
mutandis, apply to the consolidated financial
statements referred to in sub-section (3).
(5) Without prejudice to sub-section (1), where the
financial statements of a company do not comply
with the accounting standards referred to in sub-
section (1), the company shall disclose in its
financial statements, the deviation from the
accounting standards, the reasons for such deviation
and the financial effects, if any, arising out of such
deviation.
(6) The Central Government may, on its own or on
an application by a class or classes of companies, by
notification, exempt any class or classes of
companies from complying with any of the
11
requirements of this section or the rules made
thereunder, if it is considered necessary to grant
such exemption in the public interest and any such
exemption may be granted either unconditionally or
subject to such conditions as may be specified in the
notification.
(7) If a company contravenes the provisions of this
section, the managing director, the whole-time
director in charge of finance, the Chief Financial
Officer or any other person charged by the Board
with the duty of complying with the requirements of
this section and in the absence of any of the officers
mentioned above, all the directors shall be
punishable with imprisonment for a term which may
extend to one year or with fine which shall not be
less than fifty thousand rupees but which may extend
to five lakh rupees, or with both.
Explanation.–
For the purposes of this section, except where the
context otherwise requires, any reference to the
financial statement shall include any notes annexed
to or forming part of such financial statement, giving
information required to be given and allowed to be
given in the form of such notes under this Act.
8. A perusal of the aforesaid provisions of the Act of 2013 makes it
evident that any document fact or information may be submitted, filed,
12
registered or recorded, after the time specified in relevant provision for
such submission, filing, registering or recording within a period of two
hundred and seventy days from the date by which it should have been
submitted, filed, registered or recorded on payment of prescribed
additional fee. If the company fails or commits any default to submit,
file, register or record any document, fact or information under sub-
section (1) before the expiry of the period specified in the first proviso
to that subsection with additional fee, the company and the officers of
the company who are in default, shall be liable for penalty or
punishment provided under this Act.
9. Herein case, the due date for filing the balance-sheet and profit
& loss account for the period ended on 31.03.2014, was 24.01.2015, as
the actual date of AGM was 26.12.2014 (within 30 days from the date
of AGM without additional fees) and after that, for such submission,
further period of 270 days from the date by which it should have been
submitted with additional fees (i.e. 24.01.2015 + 270
days=21.10.2015) as per Section 403 of the Act of 2013 and the
complaint is filed on 27.02.2015, which thus filed by the
respondent/Registrar of the Companies definitely was beyond the
prescribed period provided under Section 403 of the Act of 2013. If it
is so, it can very well be said that taking cognizance after the lapse of
specified period as per the aforesaid Section was impermissible, thus,
the learned Magistrate ought not to have taken cognizance of the
offence of the present case. Accordingly, there is no hesitation in
concluding that the present complaint is premature.
10. This Court, in the light of the aforesaid discussion, finds that the
13
present complaint filed against the petitioner and thereafter, the
criminal proceedings as well as the order of taking cognizance against
him for the offence under Section 129(7) and Section 137(3) of the
Companies Act, 2013 vide Criminal Case No.1488 of 2015 before the
Court of Chief Judicial Magistrate, Gwalior cannot be sustained,
therefore, are hereby quashed.
11. As a result, the present petition is allowed.
(Milind Ramesh Phadke)
PAWAN
Digitally signed by PAWAN KUMAR
DN: c=IN, o=HIGH COURT OF MADHYA
PRADESH BENCH GWALIOR, ou=HIGH
COURT OF MADHYA PRADESH BENCH
GWALIOR,
Judge
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pwn* 4d631287f1b1cdd90b4a49f265f02d9d593
KUMAR
f, postalCode=474001, st=Madhya
Pradesh,
serialNumber=61B9D129971D2EA4FD445
5ED49EA436EA65E26164BEEED89153191
C56E98CE21, cn=PAWAN KUMAR
Date: 2025.06.13 16:25:06 +05’30’