The Disciplinary Committee of the Institute of Chartered Accountants of India (ICAI) has reprimanded and fined CA. Shobhit Gupta for professional misconduct. The Registrar of Companies, UP, Kanpur, filed a complaint against him, alleging professional misconduct under Item (7) of Part I of the Second Schedule to the Chartered Accountants Act, 1949. The committee found that Gupta had certified two Form(s) DIR-12 (a form for notifying a change of directors) for a company without properly verifying the original or certified records. Gupta admitted to receiving the forms via email and certifying them within minutes, but he failed to provide evidence of having verified the documents related to the resignation and appointment of directors. The committee concluded that his certification—that he had “verified the particulars/attachments from the original/certified records maintained by the Company”—was false. While Gupta argued he was not the company’s auditor and had no reason to question management’s intentions, the committee found his professional misconduct clearly established. As a result, he was reprimanded and ordered to pay a fine of ₹25,000.
THE INSUTE OF CHARTERED ACCOUNTANTS OF NDIA
(Set up by an Act of Parliament)
[DISCIPLINARY COMMITTEE [BENCH-IV (2024-2025)]
[Constituted under Section 21B of the Chartered Accountants Act, 1949]
ORDER UNDER SECTION 2113(3) OF THE CHARTERED ACCOUNTANTS ACT, 1949 READ WITH RULE 19(1) OF THE CHARTERED ACCOUNTANTS (PROCEDURE OF INVESTIGATIONS OF PROFESSIONAL AND OTHER MISCONDUCT AND CONDUCT OF CASES) RULES, 2007.
File No.:- PR/G/145/22/DD/241/2022/DC/1697/2022
In the matter of:
Ms. Seema Rath
……Complainant
Versus
CA. Shobhit Gupta
Respondent
MEMBERS PRESENT:
CA. Ranjeet Kumar Agarwal, Presiding Officer (In person)
Shri Jiwesh Nandan, I.A.S (Retd.), Government Nominee (In person)
Ms. Dakshita Das, I.R.A.S. (Retd.), Government Nominee (Through VC)
CA. Mangesh P Kinare, Member (Through VC )
CA. Abhay Chhajed, Member (In person)
DATE OF HEARING : 20th January 2025
DATE OF ORDER : 04th February 2025
1. That vide Findings dated 15.10.2024 under Rule 18(17) of the Chartered Accountants (Procedure of Investigations of Professional and Other Misconduct and Conduct of Cases) Rules, 2007, the Disciplinary Committee was inter-alia of the opinion that CA. Shobhit Gupta
(hereinafter referred to as the Respondent”) is GUILTY of Professional Misconduct falling within the meaning of Item (7) of Part I of Second Schedule to the Chartered Accountants Act, 1949.
2. That pursuant to the said Findings, an action under Section 21B(3) of the Chartered Accountants (Amendment) Act, 2006 was contemplated against the Respondent and a communication was addressed to him thereby granting an opportunity of being heard in person/ through video conferencing and to make representation before the Committee on 20th January 2025.
3. The Committee noted that on the date of hearing on 20th January 2025, the Respondent was present through video conferencing. During the hearing, the Respondent stated that he had already submitted his written representation dated 28/10/2024 on the Findings of the Committee. He admitted that he had received two e-mails received from Mr. Kamal Sharma (Admin Manager of M/s. Blueseed Fintech Private Limited i.e. Company) on 21/09/2021 at 11.45 P.M. and on 22/09/2021 at 12.02 A.M. with attachments/Form(s) DIR — 12 and after certification of these attachments/Form(s) DIR 12, he sent back the same to Mr. Kamal Sharma. The Respondent requested the Committee to take a lenient view in the matter. The Committee also noted the written representation of the Respondent dated 28/10/2024 on the Findings of the Committee, which, inter alia, are given as under:-
(a) The Respondent was not the Auditor of the Company nor was involved in day-to-day operations of the Company.
(b) The Director (Discipline) had called certain information/document from Ex-Director(s) of the Company, but nothing was provided inspite of reminders.
(c) The Form(s) DIR – 12 were duly signed by the Ex-Director(s) under their digital signatures, which indicate their consent to resign.
(d) As a professional, the Respondent has no reason to delve into the Company’s internal control or question the Managements’ intentions.
4. The Committee considered the reasoning as contained in the Findings holding the Respondent ‘Guilty’ of Professional Misconduct vis-a-vis written and verbal representation of the Respondent. The Committee noted that the issues/ submissions made by the Respondent as aforestated have already been dealt with by it at the time of hearing under Rule 18.
5. Thus, keeping in view the facts and circumstances of the case, material on record including written and verbal representation of the Respondent on the Findings, the Committee noted that the Respondent had certified two Form(s) DIR — 12 within few minutes of its receipt from Mr. Kamal Sharma over email without actually verifying or examining original/ certified records of the Company. Moreover, the Committee noted that the Respondent had given certification that “he has verified the particulars/attachments from the original/certified records maintained by the Company” but the Respondent failed to bring on record certified documents/record of the Company based upon which he had made said certification. Hence, it is apparent that the Respondent has failed to verify the original or certified documents related to resignation, appointment of new Director and Board resolution passed by the Company before certifying Form DIR-12.
6. Hence, the Professional Misconduct on the part of the Respondent is clearly established as spelt out in the Committee’s Findings dated 15th October 2024 which is to be read in consonance with the instant Order being passed in the case.
7. Accordingly, the Committee was of the view that the ends of justice would be met if punishment is given to him in commensurate with his Professional Misconduct.
8. Thus, the Committee ordered that the Respondent i.e. CA. Shobhit Gupta, Delhi be REPRIMANDED and also imposed a fine of Rs. 25,000/- (Twenty-Five thousand rupees only) upon him, which shall be paid within a period of 60 (sixty) days from the date of receipt of the Order.
Sd/-
(CA. RANJEET KUMAR AGARWAL)
PRESIDING OFFICER
Sd/-
(SHRI MESH NANDAN, I.A.S.{RETD.})
GOVERNMENT NOMINEE
Sd/-
(MS. DAKSHITA DAS, I.R.A.S.{RETD.})
GOVERNMENT NOMINEE
Sd/-
(CA. MANGESH P KINARE)
MEMBER
Sd/-
(CA. ABHAY CHHAJED)
MEMBER
