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The Ministry of Corporate Affairs, Office of the Registrar of Companies, Chandigarh, has issued an order under Section 454 of the Companies Act, 2013 for Quadrant Future Tek Limited (CIN: U74999PB2015PLC039758), imposing penalties for violating Section 42(5). The company, incorporated on September 18, 2015, raised Rs. 8 crore through private placement but failed to adhere to compliance requirements. Specifically, it used application money before allotment and did not open a separate bank account for the funds. Despite the procedural nature of these violations and their non-impact on public interest or stakeholders, penalties have been imposed based on Rule 3(12) of the Companies (Adjudication of Penalties) Rules, 2014.  The penalties of ₹1.71 Crore apply to the company, its promoters, and directors, considering the inadvertent nature of the infractions and the absence of malafide intent.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES
PUNJAB AND CHANDIGARH,
CORPORATE BHAWAN
PLOT NO.4-B, SECTOR 27B, CHANDIGARH
PHONE NO.172-2639415, 2639416

Order No. ROC-CHD/434 Dated: 08/08/2024

Order under Section 454 for Violation of Section 42 (5) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014

IN THE MATTER OF MIS. QUADRANT FUTURE TEK LIMITED

CIN: U74999PB2015PLC039758

1. Appointment of Adjudicating Officer

The Ministry of Corporate Affairs vide its gazette notification no SO 831(E) dated 24 3 2015, has appointed the undersigned as Adjudicating Officer (AO) in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act

2. Company

Quadrant Future Tek Limited (herein after referred to as “the company”) is a company registered with this office under the Provisions of the Companies Act, 2013 (or previous Acts in force, as applicable) having its registered office situated at Village Basma Tehsil Banur, Distt Mohalt, NA , Mahal’, Punjab, 140417, India The financial and other details of the subject company for immediately preceding financial year as available on MCA-21 Portal is as under

S No. Particulars Details
a) Paid Up Capital Rs 100,000,000
b) Date of Incorporation 18.09.2015
c) Turnover as on 31 03 2023 153 08 crore
d) Whether Company is small company No
e) Whether Section 446B is applicable to the company (Lesser penalties for Certain companies) No

3. RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013 WHICH ARE APPLICABLE IN THE PRESENT CASE

42. Issue of shares on private placement basis. —

(1) A company may, subject to the provisions of this section, make a private placement of securities

(2) A private placement shall be made only to a select group of persons who have been identified by the Board (herein referred to as identified persons), whose number shall not exceed fifty or such higher number as may be prescribed excluding the qualified institutional buyers and employees of the company being offered securities under a scheme of employees stock option in terms of provisions of clause (b) of sub-section (1) of section 62, in a financial year subject to such conditions as may be prescribed.

(3) A company making private placement shall issue private placement offer and application in such form and manner as may be prescribed to identified persons, whose names and addresses are recorded by the company in such manner as may be prescribed:

Provided that the private placement offer and application shall not carry any right of renunciation.

Explanation I.—”private placement” means any offer or invitation to subscribe or issue of securities to a select group of persons by a company (other than by way of public offer) through private placement offer-cum-application, which satisfies the conditions specified in this section

Explanation II–“qualified institutional buyer” means the qualified institutional buyer as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time, made under the Securities and Exchange Board of India Act, 1992, (15 of 1992).

Explanation III.—If a company, listed or unlisted, makes an offer to allot or invites subscription, or allots, or enters into an agreement to allot, securities to more than the prescribed number of persons, whether the payment for the securities has been received or not or whether the company intends to list its securities or not on any recognised stock exchange in or outside India, the same shall be deemed to be an offer to the public and shall accordingly be governed by the provisions of Part I of this Chapter

(4) Every identified person willing to subscribe to the private placement issue shall apply in the private placement and application issued to such person along with subscription money paid either by cheque or demand draft or other banking channel and not by cash:

Provided that a company shall not utilise monies raised through private placement unless allotment is made and the return of allotment is filed with the Registrar in accordance with sub-section (8).

(5) No fresh offer or invitation under this section shall be made unless the allotments with respect to any offer or invitation made earlier have been completed or that offer or invitation has been withdrawn or abandoned by the company:

Provided that, subject to the maximum number of identified persons under sub­section (2), a company may, at any time, make more than one issue of securities to such class of identified persons as may be prescribed

(6) A company making an offer or invitation under this section shall allot its securities within sixty days from the date of receipt of the application money for such securities and if the company is not able to allot the securities within that period, it shall repay the application money to the subscribers within fifteen days from the expiry of sixty days and if the company fails to repay the application money within the aforesaid period, it shall be liable to repay that money with interest at the rate of twelve per cent. Per annum from the expiry of the sixtieth day

Provided that monies received on application under this section shall be kept in a separate bank account in a scheduled bank and shall not be utilised for any purpose other than—

(a) for adjustment against allotment of securities, or

(b) for the repayment of monies where the company is unable to allot securities.

(7) No company issuing securities under this section shall release any public advertisements or utilise any media, marketing or distribution channels or agents to inform the public at large about such an issue

(8) A company making any allotment of securities under this section, shall file with the Registrar a return of allotment within fifteen days from the date of the allotment in such manner as may be prescribed, including a complete list of all allottees, with their full names, addresses, number of securities allotted and such other relevant information as may be prescribed

(9) If a company defaults in filing the return of allotment within the period prescribed under subsection (8), the company, its promoters and directors shall be liable to a penalty for each default of one thousand rupees for each day during which such default continues but not exceeding twenty-five lakh rupees

(10) Subject to sub-section (11), if a company makes an offer or accepts monies in contravention of this section, the company, its promoters and directors shall be liable for a penalty which may extend to the amount raised through the private placement or two crore rupees, whichever is lower, and the company shall also refund all monies with interest as specified in sub-section (6) to subscribers within a period of thirty days of the order imposing the penalty.

(11) Notwithstanding anything contained in sub-section (9) and sub-section (10), any private placement issue not made in compliance of the provisions of sub­section (2) shall be deemed to be a public offer and all the provisions of this Act and the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) shall be applicable.]

4. FACTS ABOUT THE CASE

Quadrant Future Tek Limited (hereafter called the Applicant No. 1/ Company) was incorporated as a private limited company under the provisions of Companies Act, 2013 on 18th September 2015 in the name and Style of “Quadrant Cables Private Limited” the corporate Identification Number issued to the Company is “U74999PB2015PLC039758”

After incorporation, the company needed additional funds to set up its business operations and to augment its capital needs and requirements, the company had proceeded to raise additional funds from its existing promoters and their relatives by way of preferential allotment pursuant to the provisions of Section 62(1) (C) read with Section 42 of the Act and relevant rules made thereunder The company had issued and allotted in six rounds equity shares to its promoters and their relatives by way of pnvate placement and had raised funds aggregating to Rs 8,00,00,000/- (Rupees Eight Crore only) The details of the said issuances and allotments of equity shares made after incorporation are stated hereunder.

(I) Allotment of Rs. 20,00,000 equity shares at a price of Rs 101- per equity share on 01st March 2016 amounting to Rs 2 Crore.

(II) Allotment of 10,00,000 equity shares at a price of Rs 10/- per equity shares on 06th June, 2016 amounting to Rs 1 Crore

(III) Allotment of 10,00,000 equity shares at a price of Rs 10/- per equity shares on 10th August 2016 amounting to Rs. 1 Crore

(IV) Allotment of 10,00,000 equity shares at a price of Rs. 10/- per equity shares on 05th November 2016 amounting to Rs 1 Crore.

(V) Allotment of 10,00,000 equity shares at a price of Rs 10/- per equity shares on 30th January 2017 amounting to Rs 1 Crore.

(VI) Allotment of 20,00,000 equity shares at a price of Rs 10/- per equity shares on 14th April, 2017 amounting to Rs 2 Crore.

The company has made following two non-compliances.

(a) Non – compliance to provision to section 42(4) – The application monies so received were inadvertently utilized by the company to meet its urgent and pressing business requirements before making allotments to the concerned allottees.

(b) Non – compliance to provision to section 42(6) – the company has inadvertently, without any malafide intent, overlooked the compliance of opening a separate bank account

Now the Company is preparing to raise funds from the public by way of its maiden initial public offer of securities and upon conduct of legal due diligence exercise by the legal consultants, it has now only come to attention of the Company the above two procedural non-compliances In relation to the aforesaid procedural non compliances, the Applicants have suo-moto submitted that these procedural non-compliances were completely unintentional, inadvertent and was without any malafide intent either on the part of the Company or its directors or its promoters. The Company also submitted that the said non-compliance did not cause loss or damage to either the Company, its stakeholders or to the public It is important to mention here that the aforesaid funds were exclusively raised from the promoters and their relatives, and no public monies were involved in the Company since inception, therefore, the question of loss or damage to public interest do not arise It is further submitted by the Company that the aforesaid raising of funds was critical for the operations of the Company which was at the stage of infancy at that point in time, and the directors and promoters of the Company were genuinely unaware of such procedural compliances.

The details of funds raised by the company is as under –

Sr. No Date of allotment of Shares/NCDs No of Shares/NCDs allotted Amount raised through Private Placement SRN of Filing PAS-3
1 01.03 2016 20,00,000 20,00,000 S45560976
2. 06 06.2016 20,00,000 20,00,000 604767315
3 10.08.2016 10,00,000 10,00,000 609031728
4 05.11 2016 10,00,000 10,00,000 G20372736
5 30.01.2017 10,00,000 10,00,000 634741207
6 14.04 2017 20,00,000 20,00,000 G41794249

5. SUBMISSION BY THE COMPANY

(a) The company has submitted that the Adjudication Authority may impose lesser penalty which will not cause detriment of the interest of either the Company or other Applicants.

(b) In this regard, reliance can be placed in the matter of Alpur Solar Private Limited (order No ROC/D/ADJ/Section 42/Alpur/1324 to 1329 dated 22.03 2023), wherein the adjudication officer i e Registrar of Companies, NCT of Delhi and Haryana, accepted the plea of Aipur Solar Private Limited to the effect that section 42(10) of the Act inter-alia provides only for the upper limit up-to which penalty can be imposed but it does not provide the minimum amount of penalty which can be imposed The adjudicating officer after applying Rule 3(12) of the Companies (Adjudication of Penalties) Rules, 2014 imposed a penalty of Rs. 12,90,000 (Rupee Twelve Lakh Ninety Thousand) collectively on the company its two directors and two promoters, which is much lesser than the penalties specified under Section 42 of the Act Also, the adjudicating officer in the said matter did not pass an order for refund of monies with interest to the concerned allottees.

(c) In the matter of Payswiff Technologies Private Limited the RD (SER) reduced the penalties to Rs 12 Lakhs collectively on the company. Its directors and promoters on the ground that the heavy penalty provided in Section 42(10) of the Act cannot be imposed for procedural non-compliances. The order of RD (SER) further stated that the heavy penalty provided in sub-section 10 of section 42 cannot be applied for a procedural violation, i e. opening of a separate account because the procedural non-compliance of opening a separate bank account cannot be equated with the wrong offering of a private placement and acceptance of money in contravention of the Section 42 Therefore, for a procedural non-compliance deserves relief from the penalty imposed by the Adjudicating Authority “

(d) In this regard, it is pertinent to state that the penalty provided in Section 42(10) of the Act is not hardcoded and there are no aggravating facts which would lead to ordering refund of application monies to the investors because the Company had neither offered the shares, nor it had received monies in default of Section 42 of the Act. In this regard, your good office is apprised of the fact that the Company has already received a letter from its existing shareholders unconditionally confirming that they wish to continue to remain Invested in the Company and does not want refund of their share application monies/investment and any interest thereon

Rule 3(12) of Companies (Adjudication of Penalties) Rules, 2014

While adjudging quantum of penalty, the adjudicating officer shall have due regard to the following factors, namely.-

a) size of the company

b) nature of business carried on by the company,

c) injury to public interest,

d) nature of the default,’

e) repetition of the default/

f) the amount of disproportionate gain or unfair advantage, wherever quantifiable, made as a result of the deflate: and

g) (the amount of loss caused to an investor or group of investors or creditors as a result of the default

Provided that, in no case, the penalty imposed shall be less than the minimum penalty prescribed, if any, under the relevant section of the Act

6. FINDINGS AND OBSERVATIONS

The company has violated proviso to Section 42(4) & provision to section 42 (6) of the Companies Act, 2013 as stated by the Company in its application whereby the Company has not opened separate Bank Account and used the money before making allotment to the concerned allottees

7. ADJUDICATION OF PENALTY:

Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and having considered the application submitted by the company filed vide SRN AA7833941 dated 07.05 2024 hereby impose the penalties on the company, promoters and directors as under

Penalty for violation of Proviso of Section 42(4) & proviso to section 42 (6) read with Rule 3(12) of Companies (Adjudication of Penalties) Rules, 2014:

As the company utilised money before return of allotment is filed it has failed to comply with the provision of Section 42(4) of Companies Act, 2013 Therefore, penalty is levied on the subject company, along with its promoters and directors in terms of the Rule 3(12) of Companies (Adjudication of Penalties) Rules, 2014 as under.

1. FY 2015-16 Violation of proviso Section 42 (4) of Companies Act,2013

Violation

 

Penalty imposed on company/ promotor(s)/ director (s) Period of default Maximum Penalty u/s 42(10) of the Companies Act, 2013 Penalty imposed in terms of the Rule 3 (12) of Companies Adjudication of Penalties) Rules, 2014 and having regard to the quantum of penalty u/s 446B
Section 42(4) Quadrant Future Tek
Limited
2015-2016 2,00,00,000 5,00,000/-
Section 42(4) Vivek Abrol 2015-2016 1,00,000 1,00,000
Section 42(4) Vishesh
Abrol
2015-2016 1,00,000 1,00,000
Section 42(4) Aikjot Singh 2015-2016 1,00,000 1,00,000
Section 42(4) Rupinder Singh 2015-2016 1,00,000 1,00,000
Section 42(4) Amit Singh Randhawa 2015-2016 1,00,000 1,00,000
Section 42(4) Rajbir Singh Randhawa 2015-2016 1,00,000 1,00,000
Section 42(4) Mohit Vohra 2015-2016 1,00,000 1,00,000
Section 42(4) Amit
Dhawan
2015-2016 1,00,000 1,00,000

2) FY 2016-17 Violation of proviso Section 42 (4) of Companies Act,2013

Violation Penalty imposed on company/ promotor(s)/ director (s) Period
ofdefault
Maximum Penalty u/s 42(10) of the Companies Act, 2013 Penalty imposed in terms of the Rule 3 (12) of Companies (Adjudication of Penalties) Rules, 2014 and having regard to the quantum of penalty u/s 446B Penalty imposed four times as Violation is four times during FY 2016-17
Section

42(4)

Quadrant Future Tek
Limited
2016-2017 2,00,00,000 5,00,000 20,00,000
Section 42(4) Vivek Abrol 2016-2017 1,00,000 1,00,000 4,00,000
Section 42(4) Vishesh
Abrol
2016-2017 1,00,000 1,00,000 4,00,000
Section 42(4) Aikjot Singh 2016-2017 1,00,000 1,00,000 4,00,000
Section 42(4) Rupinder Singh 2016-2017 1,00,000 1,00,000 4,00,000
Section 42(4) Amit Singh Randhawa 2016-2017 1,00,000 1,00,000 4,00,000
Section 42(4) Rajbir Singh Randhawa 2016-2017 1,00,000 1,00,000 4,00,000
Section 42(4) Mohit Vohra 2016-2017 1,00,000 1,00,000 4,00,000
Section 42(4) Amit
Dhawan
2016-2017 1,00,000 1,00,000 4,00,000

3) FY 2017-18 Violation of proviso Section 42 (4) of Companies Act,2013

Violation Penalty imposed on company/ promotor(s)/ director (s) Period
of defazlt
Maximum

Penalty u/s 42(10) of the Companies Act, 2013

Penalty imposed in terms of the Rule 3 (12) of Companies (Adjudication of Penalties) Rules, 2014 and having regard to the quantum of penalty u/s 446B
Section 42(4) Quadrant Future Tek Limited 2017- 2018 2,00,00,000 5,00,000
Section 42(4) Vivek Abrol 2017- 2018 1,00,000 1,00,000
Section 42(4) Vishesh Abrol 2017-2018 1,00,000 1,00,000
Section 42(4) Aikjot Singh 2017- 2018 1,00,000 1,00,000
Section 42(4) Rupinder Singh 2017- 2018 1,00,000 1,00,000
Section 42(4) Amit Singh Randhawa 2017- 2018 1,00,000 1,00,000
Section 42(4) Rajbir Singh Randhawa 2017-2018 1,00,000 1,00,000
Section 42(4) Ankit Kumar 2017-2018 1,00,000 1,00,000
Section 42(4) Mohit Vohra 2017-2018 1,00,000 1,00,000
Section 42(4) Amit Dhawan 2017- 2018 1,00,000 1,00,000

8. As the company has not opened a separate bank account it has failed to comply with the provision of Section 42(6) of Companies Act, 2013. Therefore, penalty is levied on the subject company, along with its promoters and directors in terms of the Rule 3(12) of Companies (Adjudication of Penalties) Rules, 2014 as under:

1) FY 2015-16 Violation of proviso Section 42 (6) of Companies Act,2013

Violation Penalty imposed on company/ promotor(s)/ director (s) Period
ofdefault
Maximum Penalty u/s 42(10) of the Companies Act, 2013 Penalty imposed in terms of the Rule 3 (12) of Companies (Adjudication of Penalties) Rules, 2014 and having
regard to the quantum of penalty u/s 446B
Section 42 (6) Quadrant Future Tek Limited 2015-2016 2,00,00,000 5,00,000/-
Section 42 (6) Vivek Abrol 2015- 2016 1,00,000 1,00,000
Section 42 (6) Vishesh Abrol 2015-2016 1,00,000 1,00,000
Section 42 (6) Aikjot Singh 2015- 2016 1,00,000 1,00,000
Section 42 (6) Rupinder Singh 2015- 2016 1,00,000 1,00,000
Section 42 (6) Amit Singh Randhawa 2015- 2016 1,00,000 1,00,000
Section 42 (6) Rajbir Singh Randhawa 2015-2016 1,00,000 1,00,000
Section 42(6) Mohit Vohra 2015-2016 1,00,000 1,00,000
Section 42(6) Amit Dhawan 2015- 2016 1,00,000 1,00,000

2) FY 2016-17 Violation of proviso Section 42 (6) of Companies Act,2013

Violation Penalty imposed on company/ promotor(s)/ director (s) Period
of default
Maximum Penalty u/s 42(10) of the Companies Act, 2013 Penalty imposed in terms of the Rule 3 (12) of Companies (Adjudication of Penalties) Rules, 2014 and having regard to the quantum of
penalty u/s 44613
Penalty imposed four times as Violation is four times during FY 2016-17
Section 42 (6) Quadrant Future Tek
Limited
2016-2017 2,00,00,000 5,00,000 20,00,00 0
Section 42 (6) Vivek Abrol 2016- 2017 1,00,000 1,00,000 4,00,000
Section 42 (6) Vishesh
Abrol
2016-2017 1,00,000 1,00,000 4,00,000
Section 42 (6) Aikjot Singh 2016-2017 1,00,000 1,00,000 4,00,000
Section 42 6) Rupinder Singh 2016-2017 1,00,000 1,00,000 4,00,000
Section 42 (6) Amit Singh Randhawa 2016-2017 1,00,000 1,00,000 4,00,000
Section 42 (6) Rajbir Singh Randhawa 2016-2017 1,00,000 1,00,000 4,00,000
Section 42(6) Mohit Vohra 2016-2017 1,00,000 1,00,000 4,00,000
Section 42(6) Amit
Dhawan
2016-2017 1,00,000 1,00,000 4,00,000
  • FY 2017-18 Violation of proviso Section 42 (6) of Companies Act,2013
Violation Penalty imposed on company/ promotor(s)/ director (s) Period of default Maximum Penalty u/s 42(10) of the Companies Act, 2013 Penalty imposed in terms of the Rule 3 (12) of Companies (Adjudication of Penalties) Rules, 2014 and having regard to the quantum of penalty u/s 446B
Section 42 (6) Quadrant Future Tek Limited 2017-2018 2,00,00,000 5,00,000
Section 42 (6) Vivek Abrol 2017-2018 1,00,000 1,00,000
Section 42 (6) Vishesh Abrol 2017- 2018 1,00,000 1,00,000
Section 42 (6) Aikjot Singh 2017- 2018 1,00,000 1,00,000
Section 42 (6) Rupinder Singh 2017- 2018 1,00,000 1,00,000
Section 42 (6) Amit Singh Randhawa 2017- 2018 1,00,000 1,00,000
Section 42 (6) Rajbir Singh Randhawa 2017- 2018 1,00,000 1,00,000
Section 42 (6) Ankit Kumar 2017- 2018 1,00,000 1,00,000
Section 42(6) Mohit Vohra 2017- 2018 1,00,000 1,00,000
Section 42(6) Amit Dhawan 2017- 2018 1,00,000 1,00,000

9. I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Noticee and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/income It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.

10.Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi 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. Please note that as per Section 454(8)

(I), where a company 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, 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, and

(II) in case of an officer of a company who is in default, 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 lakh rupees, or with both.

12.In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to the following as under: –

1. Mis Quadrant Future Tek Ltd
Village Basma Tehsil Banur, Distt Mohali,
NA , Mohali, Punjab, 140417, India

2. Mr. Vivek Abrol

3 Mr Vishesh Abrol

4. Mr Aikjot Singh

5. Mr. Rupinder Singh

6. Mr Amit Singh Randhawa

7 Mr Rajbir Singh Randhawa

8. Mr. Ankit Kumar

9. Mr Mohit Vohra

10. Mr Amit Dhawan

11. Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi and will also be uploaded on website.

(Kamna Sharma)
Registrar of Companies & Adjudication Officer
Punjab & Chandigarh

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