Non-Filing of MGT-14 for approval of Accounts: MCA Imposes Penalty

The Registrar of Companies, Uttar Pradesh, Kanpur, acting as the Adjudicating Officer, has imposed penalties on “Al-Ameen Mutual Benefit Nidhi Limited” and its directors for failing to comply with Section 117 of the Companies Act, 2013. The company did not file Form MGT-14 for the approval of accounts for the financial years ending on March 31, 2018, to March 31, 2020. Despite issuing show cause notices and granting opportunities for a hearing, neither the company nor its directors provided a satisfactory response or appeared before the officer. Consequently, penalties have been levied, with the company and its directors being held liable. The order specifies the penalties imposed for each default and provides a timeframe for payment. Additionally, it outlines the procedure for appealing the decision to the Regional Director within sixty days. Failure to comply with the order may result in further consequences as per the Companies Act, 2013.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF
COMPANIES,
UTTAR PRADESH,
37/17, Westcott Building, The Mall,
Kanpur — 208001 (U.P.) 4711/
Phone : 0512 — 2310323/2310443

Order No. 07/01/ADJ-117/ AL-AMEEN/ DATED 09/04/2024

Order for Violation of Section 117 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014.

In the Matter of “Al-Ameen Mutual Benefit Nidhi Limited

Appointment of Adjudicating Officer: –

1. The Ministry of Corporate Affairs vide its gazette Notification No. A-42011/112/2014Ad.II, dated 24.03.2015, has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules,2014 under the provisions of this Act.

2. Whereas the Company “Al-Ameen Mutual Benefit Nidhi Limited “has been registered under the provisions of Companies Act on 01.08.2017 and is having its registered office situated at ISLAMI FUND, AJMAL KHAN ROAD, NAJIBABAD, Bijnor, Uttar Pradesh,246763. The authorized capital of the company is Rs. 5,00,000/-

Facts of the Case:-

3. Whereas one of the meetings where Regional Directors were directed to conduct an in-depth examination and submit a report on the surge of Nidhi Companies in Kanpur, Jaipur and Patna by the Secretary of Corporate Affairs vide minutes dated 10.04.2020. This being one of the Nidhi Company identified by ROC, Kanpur on suo-moto basis consequent upon the discussions in the ROC Review workshops with reference to Nidhi Companies. The Inquiry Officer (10) has observed that the Company has not filed e-form MGT-14 for approval of accounts for the financial year ending on 31.03.2018 to 31.03.2020 as mandated under section 117(1) of the Companies Act, 2013. Accordingly, the Inquiry officer has reported the said violation in the Inquiry Report dated 29.04.2022. The Regional Director vide letter Inq/206(1)/A1-Ameen Mutual/RD(NR)/2022/3316 dated 10.06.2022 has accorded the penal action for said non­compliance. Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 117 of the Companies Act, 2013, in filing the copy resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed. And are thus liable for penal provisions.

4. Section 117(1) of the Companies Act, 2013 provides that: –

“A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed within the time specified under section 403: Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.”

Section 117(2) of the Companies Act, 2013 provides that —

“If a company fails to file the copy resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees., and every Officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with further penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of fifty thousand rupees.”

5. Accordingly, a Show Cause Notices No. 07/01/Adjudication-117/ AL-AMEEN/6287-94 dated 20.12.2023 were issued to the company and its officers in default under section under Section 117 of the Companies Act, 2013, read with Companies (Adjudication of Penalties) Rules, 2014 by this office.

6. The Company furnished a reply received in this office on 08.01.2024 to the said Show Cause Notice, hence a hearing was fixed in this matter on 27.02.2024 adjourned to 29.02.2024. Further, neither any representative of the company nor its directors have either furnished proper reply or have appeared before the undersigned on the date of hearing which has further strengthened the apprehension that the company and its Directors have failed to comply with the provisions of section 117 of the Companies Act, 2013, in filing of copy of resolution, in prescribed e-form MGT-14 for the year ending on 31.03.2018 to 31.03.2020 for approval of accounts as mandated under section 117(1) read with 179 (3)(g) of the Companies Act,2013 with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed within the time specified under section.

7. The date of default in the matter has been taken as 28.09.18, 28.09.19 and 28.09.2020 upto which copy of resolution, in prescribed e-form MGT-14 for the year ending on 31.03.2018, 31.03.2019 and 31.03.2020, i.e. the date upto a copy of resolution in prescribed e-form MGT-14 for approval of accounts as mandated under section 117(1) read with 179 (3)(g) of the Companies Act,2013 with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed within the time specified under section. The default has been continuing since then.

8. As per provisions of section 466B of the Companies Act, 2013 provides that “Notwithstanding anything contained in this act, if penalty is payable for non-compliance of any of the provisions of this act by a One Person Company, Small Company, start-up company or producer company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other persons, as the case maybe be, shall be liable to a penalty which shall not be more than one half of the penalty specified in such provisions subject to a maximum of two lakh ropes in case of a company one lakh rupees in case of an officer who is in default or any other person, as the case may be”.

Order:

Having considered the facts and circumstances of the case and after taking into account the factors above, I hereby impose penalty as prescribed under section 117(2) of the Act. The default of the penalty imposed on the company (Being Small Company as per section 2(85) of the Act) and officers in default are shown in the table below:

I am of this opinion that penalty is commensurate with the aforesaid failure committed by the notice(s).

9. The Noticee shall pay the amount of penalty so imposed through MCA21 portal only as per rule 3(14) of Companies (Adjudication of Penalties) 2014. within 90 days receipt of this order. The company needs to file InC-28 as per the provisions of the act, attaching a copy of adjudication order alongwith payment challans.

10. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodi Road, New Delhi, within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of this order. [Section 454(5) & 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].

11. Attention is also invited to section 454(8) of the Companies Act, 2013, in the event of non­compliance of this order. In Case appeal is made 0/o Registrar of Companies, U.P. maybe informed alongwith the penalty imposed & the payments made.

(Seema Rath)
Registrar of Companies & Adjudicating Officer
Uttar Pradesh, Kanpur