A company shall issue private placement offer cum application letter only after the relevant special resolution or Board resolution has been filed in the Registry.
The Applicant Company and its officers who have made the default in complying the provision of Rule 14(8) of the Companies (Prospectus and Allotment of securities) Rules 2014 of the Companies Act, 2013 as private placement offer cum applications at different dates were issued before filing special resolution to the ROC. Hence, they are liable for penalties under section 450 of the Act, 2013.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019
No. ROC/D/Adj Order/R 14(8)/6269-6272
Dated: 21/10/2022
Order for Penalty for Violation of Rules 14(8) of the Companies (Prospectus and Allotment of Securities) Rules 2014, r/vv Section 450 of the Companies Act, 2013
IN THE MATTER OF
GOZING TECHNOLOGY PRIVATE LIMITED
(CIN: U63031HR2021PTC092424)
Adjudication in respect of violation of Companies Act, 2013.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 (See SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company:
Gozing Technology Private Limited (herein after known as ‘company’) is a registered company with this office under the provisions of section 7 of the Companies Act, 2013 having its registered office as per MCA21 Registry at P N -65, Sector-44, Gurugram, HR-122001, IN.
3. Facts about the Case:
I. The company has suo-moto filed application(s) for adjudication of penalty under the provisions of section 454 of the Act and rules thereunder and stated therein vide the followings e-form GNL-1 SRN-F00648097, SRN-F00649210, SRN-F00648816, SRN-F00648840, SRN-F00647768 and SRN-F00648329 inter alia that: –
Pursuant to the Rule 14(8) of the Companies (Prospectus and Allotment of securities) Rules 2014 of the companies Act, 2013 the company was required to issue private placement offer cum application letter after filing special resolution to the Registrar of Companies But company had issued the offer letter before filing special resolution.
The Subject Company has passed the special resolution(s) for issuance of preference share on private placement basis u/s 42 of the Companies Act, 2013 at different dates vide following SRNs which are as under:-
| S.no | SRN of Application(s) Filed | Date of passing of Special Resolution | Date of circulation of offer letter to the allottee(s) |
| A | B | C | D |
| 1 | F00648097 | 10.09.2021 | 10.09.2021 |
| 2 | F00649210 | 30.03.2021 | 30.03.2021 |
| 3 | F00648816 | 27.05.2021 | 27.05.2021 |
| 4 | F00648840 | 28.05.2021 | 28.05.2021 |
| 5 | F00647768 | 01.06.2021 | 01.06.2021 |
| 6 | F00648329 | 22.03.2021 | 24.03.2021 |
The subject company has submitted its reply dated 18.07.2022 in response of the above show cause notice(s) issued by this office. Further, Mr. Sandeep Singh, a practicing Company Secretary and an authorized representative appeared on 19.10.2022 for hearing on behalf of the company and he stated as under-
- The default in the instant case is on account of the fact that the private placement offer cum application letter was issued before filing the relevant special resolution with the RoC. Therefore, the authorized representative submitted that the written submission made by them whereby it had been stated that there was delay in filing of MGT-14 forms be kindly ignored.
- The actual default is only with regard to the circulation of the offer letter before filing the special resolution. The authorized representative accordingly submitted that all the default may be considered as one time default as they have no ongoing characteristic.
5. The relevant Section 450 and Rules, 14 (8) Companies (Prospectus and Allotment of securities) Rules, 2014 of the Companies Act 2013 as on date of default are as under:
Section 450 (Punishment where no specific penalty or punishment is provided)
> If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.
Rules 14 (8) Companies (Prospectus and Allotment of securities) Rules, 2014
> A company shall issue private placement offer cum application letter only after the relevant special resolution or Board resolution has been filed in the Registry.
6. Adjudication of penalty: –
> The Applicant Company and its officers who have made the default in complying the provision of Rule 14(8) of the Companies (Prospectus and Allotment of securities) Rules 2014 of the companies Act, 2013 as private placement offer cum applications at different dates were issued before filing special resolution to the ROC. Hence, they are liable for penalties under section 450 of the Act, 2013.
> Now in exercise of the powers conferred on me vide Notification dated 24th March, 2015 and having considered the reply submitted by the noticee(s) in response to the notice(s) issued
> I do hereby impose the penalty on the company and its officers in default for violation of Rule 14(8) of the Companies (Prospectus and Allotment of securities) Rules 2014 r/w section 450 of the Companies Act, 2013.
| (A) | (B) | ||||
| Violation section | SRN of Application(s) Filed |
Penalty imposed on company/ director(s) u/s 450 of the Companies Act, 2013 for filing the copy of the resolution after the circulation of the offer letter
(Amt.in Rs.) |
|||
| Company | Mr. Mratunjay
Director |
Mr. Ravi Kumar Verma
Director |
Mr. Prashant Kumar Director |
||
| Under Rule 14(8) of the Companies (Prospectus and Allotment of securities) Rules 2014 r/w section 450 of the companies Act, 2013 |
F00648097 | 10,000 | 10,000 | 10,000 | 10,000 |
| F00649210 | 10,000 | 10,000 | 10,000 | 10,000 | |
| F00648816 | 10,000 | 10,000 | 10,000 | 10,000 | |
| F00648840 | 10,000 | 10,000 | 10,000 | 10,000 | |
| F00647768 | 10,000 | 10,000 | 10,000 | 10,000 | |
| F00648329 | 10,000 | 10,000 | 10,000 | 10,000 | |
| Total Amount of Penalty imposed on Company and Directors | 60,000 | 60,000 | 60,000 | 60,000 | |
5. Order:
a. The company and its directors are hereby directed to pay the penalty amount as per column no. ‘B’ of above Table. In case of directors such amount is required to be paid out of their own funds.
b. The noticees shall pay the said amount of penalty through online by using the website mca.gov.in (Misc. head) in favour of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
c. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, T’d Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in setting forth the grounds of appeal and shall be accompanied by a certified copy of the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
d. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order.
Place: New Delhi.
Dated:
(Pranay Chaturvedi, ICLS)
(Adjudicating Officer)
Registrar of Companies,
NCT of Delhi & Haryana
