Facts of the Case
Rashmi Metaliks Ltd., an unlisted company, along with its Company Secretary and Chief Financial Officer, was accused by the Deputy Registrar of Companies (ROC) of violating Section 148(6) of the Companies Act, 2013. The allegation was that the company failed to file its Cost Audit Report (Form CRA-4) for the financial year 2014–15 within the prescribed period of 30 days from the date of receiving the report.
The company explained that the Cost Audit Report was approved by the Board of Directors and received from the Cost Auditor on 30 June 2016. Form CRA-4 was filed on 27 July 2016, which was within the 30- day time limit. However, while uploading the form, the company mistakenly entered 19 April 2016 instead of 30 June 2016 as the date of receipt of the report. According to the company, this was only a clerical or typing error and not a delay in filing.
The ROC relied on the incorrect date mentioned in Form CRA-4 and filed a criminal complaint against the company and its officers. The company further argued that the complaint had been filed nearly three years later, which was beyond the limitation period prescribed under Section 468 of the Code of Criminal Procedure (CrPC) for offences punishable only with a fine.
Decision of the Court
The Calcutta High Court examined the documents submitted by the company and found that the Cost Audit Report had actually been received on 30 June 2016 and Form CRA-4 had been filed on 27 July 2016, which was within the statutory period of 30 days. The Court accepted that the wrong date entered in the form was merely a clerical mistake.
The Court also observed that the ROC should have verified the supporting documents before filing the complaint. If those documents had been properly scrutinized, it would have been clear that there was no violation of Section 148(6). Further, since the complaint was filed about three years after the alleged offence and the offence was punishable only with a fine, the complaint was barred by limitation under Section 468 CrPC. Therefore, the Court quashed the entire criminal proceedings to prevent abuse of the legal process.
Key Points
1. Rashmi Metaliks Ltd., its Company Secretary, and CFO were prosecuted for alleged violation of
Section 148(6) for delayed filing of the Cost Audit Report.
2. The Cost Audit Report was actually received on 30 June 2016, and Form CRA-4 was filed on 27
July 2016, which was within the prescribed 30-day period.
3. The delay allegation arose because the company accidentally entered the wrong date (19 April
2016) in Form CRA-4.
4. The High Court held that the incorrect date was only a clerical error and not evidence of delayed
filing.
5. The Court criticized the ROC for filing the complaint without verifying the supporting documents
submitted with the form.
6. Since the complaint was filed about three years after the alleged offence, it was barred by
limitation under Section 468 CrPC.
7. The Calcutta High Court quashed the complaint and held that continuing the proceedings would
amount to an abuse of the legal process.
Learning from the Case
A genuine clerical mistake in a statutory form does not automatically amount to a violation if the supporting documents clearly establish compliance. Before initiating prosecution, regulatory authorities should verify all relevant records, and complaints filed beyond the statutory limitation period cannot be sustained.