Introduction: The Ministry of Corporate Affairs (MCA) has imposed penalties on Dehra Dun Club for non-compliance with Form DIR-12 filing under the Companies Act, 2013. The adjudication order, dated November 22, 2023, outlines the violations, appoints an adjudicating officer, and prescribes penalties.
Detailed Analysis:
1. Appointment of Adjudicating Officer: The MCA appointed the Registrar of Companies, Uttarakhand, as the adjudicating officer under Section 454 of the Companies Act, 2013, for penalties related to Section 152 violations.
2. Company Details:
- Dehra Dun Club Limited, registered since 1957, violated Section 152 by not filing Form DIR-12 for changes in the Managing Committee for the financial years 2017-18 to 2021-22.
- The club defended its actions, stating that the appointed individuals were temporary mess members, not elected by voting, and thus, not mandatory to file Form DIR-12.
3. Facts of the Case:
- The Registrar of Companies highlighted the club’s failure to inform about changes in the Managing Committee via Form DIR-12.
- The club argued that the appointed individuals were not intended as directors and, therefore, exempt from filing Form DIR-12.
4. Adjudication of Penalty:
- The adjudicating officer imposed penalties as per Section 172 of the Companies Act, 2013, for the financial years 2017-18 to 2021-22.
- The total penalty amounts to Rs. 2,50,000, with Rs. 50,000 for each financial year.
- The company and its directors are instructed to rectify the default promptly.
5. Rectification and Appeals:
- The company and directors must rectify the default immediately and pay the penalty within 90 days.
- An appeal against the order can be filed within sixty days with the Regional Director (NR), Ministry of Corporate Affairs, New Delhi.
6. Non-Payment Consequences:
- Non-payment of the penalty within the stipulated time may lead to consequences outlined in Section 454(8) of the Companies Act, 2013.
7. Communication of Order:
- The order is being sent to the company, its officer in default, and the Office of the Regional Director (Northern Region), Ministry of Corporate Affairs, in compliance with the Companies (Adjudication of Penalties) Rules, 2014.
Conclusion: Dehra Dun Club Limited faces financial repercussions for non-compliance with Form DIR-12 filing requirements. The penalty order emphasizes the importance of adhering to regulatory procedures and submitting necessary documents promptly. The company and its directors have a specified period to rectify the default and appeal the decision, highlighting the procedural steps to mitigate the consequences of the imposed penalties.
****
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES
CUM-OFFICIAL LIQUIDATOR,
UTTARAKHAND
ATTACHED TO HIGH COURT, NAINITAL
OFFICE AT MEZZANINE FLOOR, 78, RAJPUR ROAD
SHRI RADHA PLACE, DEHRADUN — 248001 (U.K.)
Phone : 0135 — 2745012/2745013
Order No. ROC/UK/Dehra Dun Club/Penalty Order/2023/1123 to 1126 Dated 22 .11.2023
ORDER
ADJUDICATION ORDER FOR PENALTY UNDER SECTION 454(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 152 OF THE COMPANIES ACT, 2013 IN THE MATTER OF Dehra Dun Club Limited (U91110UR1957NPL000040)
1. Appointment of Adjudicating Officer: –
The Ministry of Corporate Affairs vide its gazette notification no A-42011!112/2C14-Ad. II date 24.03.2015, has appointed Registrar of Companies, Uttarakhand as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 {herein after referred as Act} read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the Company Dehra Dun Club Limited [herein after known as Company] is a registered company with this office under the provisions of Companies Act, 2013/1955 (or previous Acts in force, as applicable) on 12.08.1957, having its registered office situated at 15 R BUGRASEN ROAD, Dehradun, Uttarakhand — 248001 as per MCA website. The financial & other details of the subject company for immediately preceding Financial Year as available on MCA-21 portal is stated as under: –
|
S. No. |
Particulars | Details |
| 1 | Paid up Capital as on 31.03.2023 (Equity & Preference Shares) | Limited by Guarantee. |
| 2 | Turnover —(as per financials filed by the company as on 31.03.2023) Revenue from operations as per balance sheet filed by the company as on 31.03.2023 on MCA-21 Portal. | Rs.3,22,78,915.70 |
| 3 | Holding Company | NO |
| 4. | Subsidiary Company | NO |
| 5. | Whether company registered under Section 8 of the Act? | YES |
| 6. | Whether company registered under any other special Act? | NO |
3. Facts of the Case: –
The Company has filed application u/s 454 r/w Section 152 of the Companies Act, 2013.The Registrar of Companies has pointed out various observations for different financial years under section 152 of the Companies Act, 2013.The notice states that certain members were inducted to the Managing Committee and further some have resigned from the Committee during the said financial years but the Company did not intimate the ROC regarding such induction/cessation vide filing of form DIR-12.
The Company has submitted its response stating that the individuals so appointed to the Committee, were nominated by the Army Mess and held designation as temporary mess members that would cease upon their transfer from the registered location of the Company. These members were never elected by Voting process that is followed for permanent members of the Company. It is also not mandatory to appoint the nominated mess members as the Directors of the Company. These individuals were solely appointed to enhance the administration, management and discipline of the Company and to participate in Committee Meetings.
The Company in its Application has further emphasized that the Company had no intention of appointing these individuals as Directors. Hence, they were not required to hold a valid DIN under section 152 and, therefore, no e-form was filed with the ROC under Section 152 of The Companies Act,2013. The Club thus has made an adjudication application for the default committed for the financial year 2017-18,2018-19,2019-20,2020-21, and 2021-22 under section 152 of The Companies Act,2013. The default committed was inadvertent and there was no malafide intention of the management behind this.
Thus the company has violated the provisions of Section 152 of the company Act, 2013.
The Relevant Provisions of Sections 152 are reproduced as under
Section 152(4)- Every person proposed to be appointed as a director by the company in general meeting or otherwise, shall furnish his Director Identification Number 1[or such other number as may be prescribed under section 153] and a declaration that he is not disqualified to become a director under this Act.
Section 152(5)- A person appointed as a director shall not act as a director unless he gives his consent to–hold the office as director and such consent has been filed with the Registrar within thirty days of his appointment in such manner as may be prescribed:
Section 172 — if a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
4. ADJUDICATION OF PENALTY:–
In the present case it is evident that the company has made violation of section 152 as company did not intimate the ROC regarding such induction/cessation vide filing of form DIR-12. The period during which default occurred pertains to the Financial year 2017-18,2018-19,2019-20,2020-21and 2021-22.
Mr. Anupam Nagalia, Director and Ms. Manisha Rawat, Company Secretary appeared on behalf of the Company on 21.11.2023.
The Penalty as described in Section 172 of the Companies Act,2013 is imposed as mentioned below: –
| A | B | C |
| S. No. | Financial Year | Amount of Penalty as prescribed under section 172 of the Companies Act, 2013 |
| 1 | 2017-18 | Rs.50,000/- |
| 2 | 2018-19 | Rs.50,000/- |
| 3 | 2019-20 | Rs. 50,000/- |
| 4. | 2020-21 | Rs.50,000/- |
| 5. | 2021-22 | Rs.50,000/- |
| Total | Rs.2,50,000/- | |
a) The company and its directors are hereby directed to rectify the default immediately on the date of receipt of copy of this order.
b) The notices shall pay the said amount of penalty as mentioned in column C above through online mode by using the website mca.gov.in (Misc. head) in favor of Pay & Accounts Offcer, 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, 2nd Floor, Paryanvaran 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-payment of penalty within the prescribed time limit.
e) In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 copy of this order is being sent Company and its officer in default and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.
(Imran Ahmad Siddiqui)
ROC-Cum-O.L. & Adjudicating
Officer Uttarakhand, Dehradun.
