The Ministry of Corporate Affairs, through the Registrar of Companies in Chennai, issued an adjudication order under Section 77 of the Companies Act, 2013 against M/s Shinago International (India) Private Limited for failing to register charges with the Registrar. The company and its managing director, Shri. Suresh Nathu Patel, were found liable for penalty under Section 86 of the Act. Despite being provided with an opportunity to respond, neither the company nor its directors provided a reply to the adjudication notice. Consequently, the Adjudicating Authority imposed a penalty of Rs. 5,00,000 on the company and Rs. 50,000 on the managing director. The penalty amounts are to be paid within 90 days of receiving the order. Failure to comply may result in further fines or imprisonment as per Section 454(8) of the Companies Act, 2013. Additionally, the company has the right to appeal this order within sixty days.
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/SHINAGO /ADJ/S.77/2024 DATE: 15 APR 2024
ADJUDICATION ORDER UNDER SECTION 77 OF THE COMPANIES ACT, 2013
IN THE MATTER OF M/S SHINAGO INTERNATIONAL (INDIA) PRIVATE LIMITED
1. Appointment of Adjudicating Officer:-
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, 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 M/s. Shinago International (India) Private Limited with CIN. U51900TN2011PTC081421 (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 Raheja Towers, Unit No.407, 4th Floor, 177,Anna Salai, Chennai, Tamil Nadu 600002. 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. 33,11,0000/- |
| 3. | a. Revenue from Operation | NIL |
| b. Other Income | Rs.41,270 | |
| c. Profit for the Period | (31,03,861/-)
The company has not filed Financial statements and Annual Returns since 31.03.2021. |
|
| 4. | Whether it is a Holding Company | Yes |
| 5. | Whether it is a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company is a small company? | No |
| 8. | 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. Suresh Nathu Patel | Managing Director | 06.01.2013 | ….. |
| 2 | Shri. Nathu Khetha Patel | Director | 08.07.2011 | 27.01.2020 |
4. Index of Charges
|
Sl. No |
Charge ID | Charge Holder Name | Amount (Rs) | Date of Creation | Date of Modification | Date of Satisfaction |
| 1.
|
10573758 | Axis bank Limited | 25,00,00,000 | 29.05.2015 | …. | ….. |
| 2.
|
10382740 | Indian Bank | 20,00,00,000 | 12.10.2012 | …. | 20.04.2015 |
5. Section and Penal Provision as per Companies Act, 2013
Section 77: Duty to Register Charges, etc.
(1) It shall be the duty of every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India, to register the particulars of the charge signed by the company and the charge-holder together with the instruments, if any, creating such charge in such form, on payment of such fees and in such manner as may be prescribed, with the Registrar within thirty days of its creation:
Section 86 Punishment for Contravention.
(1) If any company is in default in complying with any of the provisions of this Chapter, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
6. Issue of Adjudication Notice:
An Inspection of Books and Accounts of the company M/s. Shinago International (India) Private Limited was carried out U/s 206(5) 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 got borrowings in the name of car loan as per the financial statement filed for the financial year 2017-18. But the company has failed to register the charges, (CHG-1) with the registrar. It is compulsory to mention what type of loan is obtained, from where the company has obtained loan and what is the purpose of obtaining loan. It is mandatory to file CHG-1 within the time prescribed. Hence the company has violated: section 77 of the companies Act, 2013. Hence, the company and its directors are liable for., penal action under section 86 of the companies Act 2013.
After that the Adjudicating Authority has issued Adjudication Notice to the company and its directors vide Notice No. ROC/CHN/INSPN.FOLL/081421/P.18/S.77/2023 dated, 07.07.2023.
7. Reply of Company and Directors for Adjudication Notice issued:
No reply has been received from the company and its directors.
8. Adjudication Hearing:
i) Since no reply has been received from the company and its directors for the notice
dated 07.07.2023, the Adjudicating Authority had issued Adjudication Hearing Notice to the subject company and directors on 13.10.2023 fixing the hearing date as on 19.10.2023 at 12:30 PM. Pursuant to the hearing notice issued on 13.10.2023 fixing the date of hearing on 19.10.2023, Shri. Rajapandian, PCS, authorized representative of the company and its directors has appeared before the Adjudicating Authority on 19.10.2023 and made submissions that “the said violation may be adjudicated as prescribed under Section 86 of the Companies Act, 2013”.
(ii) The company being a Holding company with paid up capital of Rs.33 Crores does not fall under the definition of small company as per provision of section 2(85) of the companies Act, 2013. Therefore, of imposing the provision lesser penalty as per section 446(b) shall not be applicable in this case.
9. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that the company and its Managing Director are liable for penalty as prescribed under Section 86(1) of the Act.
(i) Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 1 of section 86 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
|
S. No |
Company and Officers in default | Penalty for (Rs.) |
default Maximum Penalty (Rs.) | Final Penalty Imposed (Rs.) |
| 1. | M/s. Shinago International (India) Private Limited, Company | Rs.5,00,000/- | Rs.5,00,000/- | Rs.5,00,000/- |
| 2. | Shri. Suresh Nathu Patel, Managing Director |
Rs.50,000/- | 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.5,00,000/- (Rupees Five lakh) is imposed on the Company and Rs.50,000/- (Rupees Fifty Thousand) is imposed on Managing Director. Totally Rs. 5,50,000/- (Rupees Five. lakhs fifty thousand) as penalty amount for violation of Section 77 of the Companies Act, 2013.
10 .The said amount of penalty shall be paid through online by using the website; 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 lakh or, with both.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
