Non filing of resolutions & agreements within 30 days of passing: MCA imposes Penalty

Ministry of Corporate Affairs (MCA) issued an order dated January 8, 2025, concerning M/s BCL Homes Limited (CIN: U00082CH2005PLCO29291) under Section 454 of the Companies Act, 2013. The Registrar of Companies (RoC) for Punjab and Chandigarh has been appointed as the Adjudicating Officer (AO) to impose penalties for violations of Section 117 of the Companies Act, which mandates the filing of resolutions and agreements within 30 days of their passing. Failure to comply attracts a penalty of ₹10,000 and an additional ₹100 per day for continuing defaults, capped at ₹2 lakh for the company and ₹50,000 for officers in default. BCL Homes Limited, incorporated on December 2, 2005, with a registered office in Chandigarh, had no turnover as of March 31, 2022, and does not qualify as a small company or under Section 446B for reduced penalties. The order highlights specific penalties for non-compliance, including potential fines and imprisonment for defaulting officers, as per the Companies Act provisions.

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/Adj/984 to 988 Dated: 08/01/2025

ORDER UNDER SECTION 454 FOR VIOLATION SECTION 117 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014

IN THE MATTER OF M/S BCL HOMES LIMITED (CIN: U00082CH2005PLCO29291)

1. Appointment of Adjudicating Officer

The Ministry of Corporate Affairs vide its gazette notification no. S.O. 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 adjudicating penalties under the provisions of this Act.

2. Company: ‑

Whereas the Company M/s BCL HOMES LIMITED (hereinafter referred to as “the Company”) is a company registered with this office under the Provisions of the Companies Act, 2013/1956 (or previous Acts in force, as applicable) having its registered office situated at Shop No 140, Village Dariya, Chandigarh, India, 160002. As per data available at MCA website, the other details as on 31.03.2022 are as under:

3. Relevant Provisions of the Companies Act, 2013 which are applicable in the present case

Provision of Section 117 of the Companies Act, 2013 are as under: –

117. Resolutions and Agreements to be Filed

(1) 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:

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.

(2) If any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first 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 a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.

(3) The provisions of this section shall apply to

(a) special resolutions;

(b) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;

(c) any resolution of the Board of Directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;

(d) resolutions or agreements which have been agreed to by any class of members but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by a specified majority or otherwise in some particular manner; and all resolutions or agreements which effectively bind such class of members though not agreed to by all those members;

(f) resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 of the Insolvency and Bankruptcy Code, 2016

(g) resolutions passed in pursuance of sub-section (3) of section 179 ; Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions;

Provided further that nothing contained in this clause shall apply in respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (f) of sub-section (3) of section 179 in the ordinary course of its business by,

(a) a banking company;

(b) any class of non-banking financial company registered under Chapter IllB of the Reserve Bank of India Act, 1934, as may be prescribed in consultation with the Reserve Bank of India;

(c) any class of housing finance company registered under the National Housing Bank Act, 1987, as may be prescribed in consultation with the National Housing Bank; and

(h) any other resolution or agreement as may be prescribed and placed in the public domain.

Relevant Rules are as under:‑

(I) 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 default: 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.”

(ii) Rule 3 (13) of Companies (Adjudication of Penalties) Rules, 2014 which read as under:

“In case a fixed sum of penalty is provided for default of a provision, the adjudicating officer shall impose that fixed sum, in case of any default therein.”

4. Facts about the case: –

That the Central Government has directed this office to conduct the inspection of books and papers of the Company. The Show cause Notice cum Preliminary Finding Letter was issued to the company and directors on 28.02.2023. A summon was sent to the directors of the company seeking information with regard to various points on 15.3.2024. However, no reply has been received from the company or directors.

Accordingly, an Inspection report was prepared by the Inspecting officer and submitted the same to RD-NR vide Letter No. ROC-CHD/Inspection /BCL Homes/1002 dated 26.03.2024. As per certificate given by CS in practice in form MGT-8, the subject company has not complied with the provisions of section 180(1)(c) which requires the company to pass a special resolution in respect of its certain borrowing powers. As per records available, the company has not filed any form MGT14 with the registry till date of the report. Therefore, the company & its officers have violated the provisions of Section 117(1) r/w section 117(3) of the Companies Act, 2013 and the company and its officers in default are liable to penalty under section 117(2) of the Act

5. Adjudication of penalty:

Now, in exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the facts of the case, I hereby impose the penalties for violation of section 117 of the Companies Act, 2013 on  the company and its directors under Section 117(2) of the Companies Act, 2013 as under :-

I am of this opinion that penalty is commensurate with the aforesaid failure committed by the addressee and penalty so imposed upon the Officers-in­default 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 Companies (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.

6. 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].

7. 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.

8. 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:

No. ROC CHD/Adj/984 to 988

Dated: 08/01/2025