The Ministry of Corporate Affairs, through the Registrar of Companies, Chennai, has issued an adjudication order under Section 92 of the Companies Act, 2013 against Ws. Bluemax Capital Solution Private Limited for defaulting on the filing of annual returns for the financial years 2018-19 and 2019-20. This violation has led to substantial penalties being imposed on the company and its directors.
Ws. Bluemax Capital Solution Pvt Ltd, registered under CIN: U74999TN2014PTC096625, failed to file its annual returns within the stipulated timelines as mandated by Section 92(4) of the Companies Act, 2013. The company’s non-compliance spanned over significant periods, triggering penalties under Section 92(5) of the Act.
For the financial year 2018-19, the company incurred penalties totaling Rs.1,61,700, with individual penalties of Rs.50,000 imposed on each director. Similarly, for FY 2019-20, penalties amounting to Rs.1,25,100 were levied on the company, alongside Rs.50,000 penalties on each director.
In addition to penalties, the company has been directed to rectify its default by filing pending annual returns promptly. Failure to comply within the specified period could attract further penalties or legal consequences under Section 454(8) of the Companies Act, 2013.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/BLUEMAX/ADJ/S.92/2024 DATE: 30 APR 2024
ADJUDICATION ORDER UNDER SECTION 92 OF THE COMPANIES ACT, 2013 IN THE MATTER OF WS BLUEMAX CAPITAL SOLUTION PRIVATE LIMITED
1. Appointment of Adjudicating Officer:-
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-AdJI, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz Ws. Blueinax Capital Solution Private Limited with CIN: U74999TN2014PTC096625 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at No.26, Raja Rajeswari Nagar,lst Street, Opp. New Bus Stand, Tirunelveli, Palayamkottai, Tamil Nadu 627007. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S.No. | Particulars | Details |
| 1. | Company’s Status | Active |
| 2. | Paid up Capital | Rs.1,00,000/- |
| a. Revenue from Operation | Rs.84,18,371.5/- | |
| b. Other Income | Rs.16,000/- | |
| c. Profit for the Period | Rs.4,00,000/- | |
| 3. | Filing Status | Annual Return: upto 31.03.2018 Financial Statement: upto 31.03.2018 |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is’a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
3. Directors during the period of violation:
| S.No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Shri. Rajkumar Aravinth | Director | 23.07.2014 | ….. |
| 2. | Shri.Bharathraj | Director | 23.07.2014 | ….. |
| 3. | Shri.Subramanian Gopalakrishnan | Director | 23.07.2014 | ….. |
4. Section and Penal Provision as per Companies Act, 2013
Section 92 of the Companies Act, 2013- Annual Return:
4) Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date 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.
(5) If any company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, such company and its every officer who is in default 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 in case of a company and fifty thousand rupees in case of an officer who is in default.
5. Issue of Adjudication Notice:
An Inspection of Books and Accounts of the company M/s. Bluemax Capital Solutions Private Limited was carried out U/s 206E5) of the Companies Act, 2013 by an Officer authorized by the Central Government wherein the observations of the Inspecting Officer are as follows:
The company has defaulted in filing Annual Returns for the FYs 2018-19 & 201920. Hence, the company and its directors are liable for penalty under Section 92(5) of the Companies Act, 2013.
After that the Adjudicating Authority has issued Adjudication Notice to the company and its directors vide Notice No. 91/Roc/Chn/096625/BLUEMAX/ S.92/P.31/Inspn fol.up/2022 dated 13.06.2023.
6. Reply of Company and Directors for Adjudication Notice issued:
Shri. Rajkumar Aravinth vide letter dated 29.06.2023 requested time to furnish the reply to the notice. After that no reply has been received from the company and its directors.
7. Adjudication Hearing:
(i) Since no reply has been received from the company and its directors for the Adjudication notice, this office had issued Adjudication Hearing Notice to the subject company and its directors on 16.01.2024 by fixing the hearing date as on 23.01.2024 at 11:30 AM. Pursuant to the hearing notice Shri. I.B. Harikrishna, CS has appeared on behalf of the company and its directors before the Adjudicating Authority on 23.01.2024 – made submission that the violation may be adjudicated.
8. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above,(i) it is concluded that the company and its directors have violated Section 92(4) of the Companies Act, 2013 for the FYs 2018-19 & 2019-20 and are liable for penalty as prescribed under Section 92(5) of the Act.
- Financial Year 2018-19 for 1517 days i.e, by considering AGM was conducted on 30.09.2019, 60 days from the date of AGM i.e, 28.11.2019 to 23.01.2024
- Financial Year 2019-20 for 1151 days i.e, by considering AGM was conducted on 30.09.2020,60 days from the date of AGM i.e, 28.11.2020 to 23.01.2024
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 5 of section 92 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
(I) FY 2018-19
| Name of person on whom penalty imposed | No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maxim Limit for penalty (Rs) | Final Penalty imposed (Rs) |
| M/s. Bluemax Capital Solution Private Limited | 1517 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1517 x 100= 1,61,700 | Rs.2,00,000/- | Rs.1,61,700 |
| Shri. Rajkumar Aravinth | 1517 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1517 x 100= 1,61,700 | Rs.50,000/- | Rs.50,000/- |
| Shri.Bharathraj | 1517 days |
Rs.10,000 + Rs.100 per day (for continuing | failure) 10,000 + 1517 x 100= 1,61,700 | Rs.50,000/- | Rs.50,000/- |
| Shri. Subramanian Gopalakrishnan | 1517 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1517 x 100= 1,61,700 | Rs.50,000/- | Rs.50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.1,61,700/- (Rupees One lakh sixty one thousand seven hundred) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on the directors. Totally Rs.3,11,700/- (Rupees Three lakhs eleven thousand seven hundred) as penalty amount for violation of Section 92 of the Companies Act, 2013 for the FY 2018-19.
(II) FY 2019-20
| Name of person on whom penalty imposed | No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maxim Limit for penalty (Rs) | Final Penalty imposed (Rs) |
| M/s. Bluemax Capital Solution Private Limited | 1151 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1151 x 100= 1,25,100 | Rs.2,00,000/- | Rs.1,25,100/- |
| Shri. Rajkumar Aravinth | 1151 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1151 x 100= 1,25,100 | Rs.50,000/- | Rs.50,000/- |
| Shri.Bharathraj | 1151 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1151 x 100= 1,25,100 | Rs.50,000/- | Rs.50,000/- |
| Shri. Subramanian Gopalakrishnan | 1151 | Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1151 x 100= 1,25,100 | Rs.50,000/- | Rs.50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.1,25,100/- (Rupees One lakh Twenty five thousand one hundred) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on the directors. Totally Rs.2,75,100/- (Rupees Two lakhs seventy five thousand one hundred) as penalty amount for violation of Section 92 of the Companies Act, 2013 for the FY 2019-20.
9. Further, in exercise of Section 454 (3)(b) of the Companies Act,2013 the subject company is directed to rectify the default by filing Annual Returns for the remaining periods i.e. from 2018-19 onwards and intimate to this office the details of fillings along with SRNs within 30 days from the date of this order.
10. The said amount of penalty shall be paid through online by using the website www.mca.gov.in (Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
11. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu 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 this order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
12. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(i) Where company fails to comply with the order made under subsection (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees.
(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to one
(B. SRIKUMAR, ICIS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
