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Introduction: The Ministry of Corporate Affairs (MCA) has recently imposed penalties on IREO GRACE REALTECH PRIVATE LIMITED for non-compliance with the Companies Act, 2013. The company, incorporated in 2010, failed to file its Annual Return and Financial Statements for the financial year ended on 31.03.2021, leading to a regulatory adjudication.

Detailed Analysis:

1. Appointment of Adjudicating Officer: The MCA, through a Gazette Notification, appointed the Registrar of Companies, NCT of Delhi & Haryana, as the Adjudicating Officer to evaluate penalties under sections 92(4) and 137(3) of the Companies Act, 2013.

2. Case Background: IREO GRACE REALTECH PRIVATE LIMITED did not file its due Annual Return and Financial Statement for the financial year ended on 31.03.2021, as per sections 92(4) and 137(1)/(2) of the Act. Show Cause Notices were issued to the company and relevant officers, but no response was received. The lack of compliance led to the violation of section 92 and 137.

3. Violation and Relevant Sections: The relevant provisions of the Companies Act, 2013, outline the obligations for filing Annual Returns and Financial Statements. The penalties for non-compliance, under sections 92(5) and 137(3), were imposed on the company and its officers, including Mr. Bhupesh Bansal, Mr. Rajender Kumar Yadav, and Mr. Pankhuri Gupta.

4. Penalty Calculation: Penalties were calculated based on the number of days of default, as per the provisions of sections 92(5) and 137(3). The consolidated penalty amounts for both violations were determined for the company and each officer separately.

5. Order and Compliance: The order directs the company and officers to pay the requisite penalty amount within 90 days of receipt of the order. The payment is to be made online through the Ministry’s website, and proof of payment must be submitted to the office. Non-compliance may lead to further actions as per section 454(8) of the Companies Act.

6. Appeal Process: Parties have the option to file an appeal against this order within sixty days from the date of receipt. The appeal should be submitted to the Regional Director (NR), Ministry of Corporate Affairs, along with a certified copy of the order, following the specified form and grounds.

Conclusion: The penalty imposition by the Ministry of Corporate Affairs on IREO GRACE REALTECH highlights the stringent measures taken for non-compliance with filing obligations. The case underscores the importance of timely submission of Annual Returns and Financial Statements, as mandated by the Companies Act, to avoid financial penalties and regulatory actions. Companies and officers should be vigilant in meeting their statutory obligations to maintain a transparent and compliant corporate environment.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019

Order for Penalty for violation of section 92(4) and Section 137(3) of the Companies
Act, 2013 in the matter of

IREO GRACE REALTECH PRIVATE LIMITED
(U70200DL2010PTC202572)

Adjudication in respect of violation of Companies Act, 2013.

1. Appointment of Adjudicating Officer:

Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014- Ad.II, dated 24.03.2015 appointed Registrar of Companies, NCT of Delhi & Haryana as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

Annual Return & Financial Statements not filed - MCA levied Penalty

2. Company: –

IREO GRACE REALTECH PRIVATE LIMITED (herein after known as ‘company’) has been incorporated on 12.05.2010 and having its registered office as per MCA21 Register address at C-4, 1ST Floor, Malviya Nagar, New Delhi, South Delhi, 110017, India. The financial & other details of the subject company for immediately preceding F.Y 2019­20. as available on MCA-21 portal is stated as under:

S. No. Particulars Details (In Rs.)
1. Paid up capital
(As per master data)
1,11,21,92,950
2. Turnover 21,75,35,158
3. Holding Company Yes
(Moet Ltd.)
4. Subsidiary Company NO
5. Whether company registered under Section 8 of the Act? NO
6. Whether company registered under any other special Act? NO

3. Facts about the Case:

I. Whereas, it has been observed from e-records of the company maintained in MCA-21 Registry that the company has not filed its due Annual Return for the Financial year ended on 31.03.2021 and Financial Statement for the Financial Year ended on 31.03.21 as required under the provisions of section 92(4) and section 137(1)/(2) of the Act, respectively so far.

II. In terms of the provisions of section 92(5) and 137(3) r/w 454 of the Act, this office issued Show Cause Notices (SCN) vide no. No. ROC/D/Adj/2022/Section 92&137/6180-6183 dated 17.10.2022 to the Company and officers in default.

I. Neither the company nor directors/officers of the company submitted any reply to the SCN of this office. A reminder was also sent vide email dated 30.05.2023 to the company and no reply has been received till date.

III. Taking into account the facts of the case, it is noted that there is violation of section 92 and 137 for the Financial Year ended on 31.03.2021.

4. The relevant provision of the Act are as under:

Section 92 (Annual Return)

XXX

(4) “Every company shall file with the Registry 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 a 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 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 in case of a company and fifty thousand rupees in case of an officer who is in default.” (w.e.f. 21.12.2020)

Section 137 (Copy of financial statement to be filed with Registrar)

XXX

(3) “If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the company shall be liable to a penalty ten thousand rupees and in case of continuing failure, with a further penalty on one hundred rupees for each day during which such failure continues, subject to a maximum of two lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, 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 after the first during which such failure continues, subject to a maximum of fifty thousand rupees.” (w.e.f. 21.12.2020)

5. Adjudication of penalty:

I. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Companies Act, 2013. Hence, the benefit of section 446B would not be applicable on the company.

II. The company and its directors in default have not filed their due Annual Returns and Financial Statements pursuant to sub-section (4) of section 92 and sub-section (1) of section 137 of the Companies Act, 2013 respectively for the financial year ended on 03.2021, thereby making themselves liable for penal provisions under section (5) of section 92 and sub section (3) of section 137 of the Companies Act, 2013, respectively.

II. Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and no reply submitted by the noticee(s) (despite the reminder) in response to the notice issued vide ROC/D/Adj/2022/Section 92&137/6180-6183, I hereby impose penalty on the company and its officers in default for violation of section 92(5) & 137(3) of the Companies Act, 2013 as under:-

A. Penalty under section 92 of the Act. 

Table 1

Violation
section
Penalty imposed on company/
director(s)
No. of days of default Calculation for
penalty amount
(In Rs.)
Maximum
penalty can be
imposed (In Rs.)
Penalty imposed by
the adjudication officer u/s 454 of Companies Act (In Rs.)
A B C D E F
Annual Return u/s 92(4) of the Act for FY ended
on 31.03.2021
On company 261* 10,000+100×261 =36,100/- 2,00,000 36,100/-
Mr. Bhupesh Bansal 261* 10,000+100×261 =36,100/- 50,000 36,100/-
Mr. Rajender Kumar  261* 10,000+100×261 =36,100/- 50,000 36,100/-
Mr. Pankhuri Gupta 261* 10000+100×261 =36,100 50000 36,100/-

*No. of days have been calculated from 30.01.2022 till 17.10.2022 (date of issue of SCN)

B. Penalty under section 137 of the Act.

Table 2

Violation
section
Penalty imposed on company/
director(s)
No. of days of default Calculation for
penalty amount
(In Rs.)
Maximum
penalty can be
imposed (In Rs.)
Penalty imposed by
the adjudication officer u/s 454 of Companies Act (In Rs.)
A B C D E F
Financial Statement u/s 137(1) of the Act for the FY ended on 31.03.2021 On company 291* 10,000+100×291 =39,100/- 2,00,000 39,100/-
Mr. Bhupesh Bansal 291* 10,000+100×291 =39,100/- 50,000 39,100/-
Mr. Rajender Kumar  291* 10,000+100×291 =39,100/- 50,000 39,100/-
Mr. Pankhuri Gupta 291* 10000+100×291 =39,100 50000 39,100/-

*No. of days have been calculated from 31.12.2021 till 17.10.2022 (date of issue of SCN)

Consolidated amount of penalty in view of Tables 1 & 2 above.

Table 3

Penalty imposed on company/director(s) Consolidated Penalty amount (In Rs.)
On company 36,100+39,100=75200/‑
Mr. Bhupesh Bansal 36,100+39,100=75200/‑
Mr. Rajender Kumar Yadav 36,100+39,100=75200/‑
Mr. Pankhuri Gupta 36,100+39,100-75200/-

6. Order:

a. Names of parties as mentioned in the table 3 above are hereby directed to pay the requisite penalty amount as per the above Table. In case of parties other than company, such amount is required to be paid out of their own funds.

b. The said amount of penalty shall be paid through online by using the website mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.

c. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website www.mca.gov.in] setting forth the grounds of appeal and shall be accompanied by a certified copy of the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].

d. Your attention is also invited to section 454(8) of the Act in the event of non‑compliance of this order.

(Pranay Chaturvedi, ICLS)
(Adjudicating Officer)
Registrar of Companies
NCT of Delhi & Haryana

No. ROC/D/Adj/2022/Section 92&137/6180-6183 /115-119

Date: 15/01/2024

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