The audit of Financial Statements in respect of Spinex Ltd. for the year ended 31st March, 2021 was not completed due to difference of opinion on certain accounting matters between the Management and the Statutory Audito

According to section 92(4) of the Companies Act, 2013, where no Annual General Meeting (AGM) is held in a particular year, the Annual Return has to be filed within 60 days from the last day on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed. Consequently, the company cannot excuse itself from the obligation to file the Annual Return on the plea of the AGM not having been held. As per the proviso to Section 403(1) if the Annual return under section 92 is not filed within the due date the same can be filed on payment of additional fee as may be prescribed, which shall not be less than ₹100 per day and different amounts may be prescribed for different classes of companies. Where there is default on two or more occasions in submitting, filing, registering or recording of the document, fact or information, it may, without prejudice to any other legal action or liability under this Act, be submitted, filed, registered or recorded, as the case may be, on payment of a higher additional fee, as may be prescribed and which shall not be lesser than twice the additional fee provided under the first or the second proviso as applicable. Also, where a company fails or commits any default to submit, file, register or record any document, fact or information, before the expiry of the period specified in the relevant section, the company and the officers of the company who are in default, shall, without prejudice to the liability for the payment of fee and additional fee, be liable for the penalty or punishment provided under this Act for such failure or default. Thus, management cannot escape from the responsibility of filing the return, if the AGM is not held. Similarly, the responsibility cannot be abandoned even if the company is inoperative. This section casts an important obligation on the part of management to file the returns and can be relinquished only when the company is wound-up or its name struck-off from the Register maintained by the Registrar of Companies.