Introduction: The Registrar of Companies, Uttar Pradesh, issued an adjudication order imposing penalties on Petron Minerals & Metals Limited for violating Section 134 of the Companies Act, 2013. This order, dated March 4, 2024, highlights the company’s failure to comply with reporting requirements.
Petron Minerals & Metals Limited, registered under the Companies Act, 2013, failed to file its Director’s report along with the Balance Sheet for the financial year ending on March 31, 2018. Despite being called to explain the non-compliance, the company failed to provide necessary documentation, violating Section 134 of the Act. Section 134(1), (4), and (8) of the Companies Act, 2013 outline the requirements for financial statements, the Board’s report, and the penalties for non-compliance. A Show Cause Notice was issued to the officer in default under Section 134(4) of the Companies Act, 2013. However, the company did not furnish any reply, indicating its non-cooperation with regulatory inquiries. Considering the facts and circumstances, the Adjudicating Officer imposed a penalty of Rs. 3,00,000 on the company and Rs. 50,000 on the defaulting directors under Section 134(8) of the Companies Act, 2013.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF
COMPANIES, Uttar Pradesh
37/17, Westcott Building, The Mall,
Kanpur 208001 (U.P.)
Phone : 0512 — 2310443/2310227
Website : www.mca.gov.in
E-mail : roc.kanpurPmca.gov.in
Order No.LC/ADJ/ROC/UP/2023/Petron/7563 to 7577 Dated: 04/03/2024
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF PROVISIONS OF SECTION 134 OF’ THE COMPANIES, ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES 2014.
IN THE MATTER OF PETRON MINERALS & METALS LIMITED
Appointment of Adjudicating Officer:-
1. The Ministry of Corporate Affairs vide its gazette Notification No. A-42011/112/2014Ad.II, dated 24.03.2015, has appointed the undersigned as Adjudicating Officer 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 & Companies (Amendment) Act, 2020 for adjudging penalties under the provisions of this Act.
Company: –
2. The Company PETRON MINERALS & METALS LIMITED has been registered under the provisions of the Companies Act, 2013 on 06.02.2014, and is having its registered office situated at 24.02.2016, and is having its registered office situated at No. 1033 SA, Kataula Gaushpur Main Road Airport, Post- Eamrauli, Ps. Dhoomanganj, Prayagraj, Allahabad-211 012 (Uttar Pradesh). The authorized capital of the company is Rs. 5,00,000/-
3. During inquiry, it was observed that the company has not filed its Director’s report alongwith its Balance Sheet for the year ending on 31.03.2018. The company was called to explain the compliance of Section 134 of the Act. However the company has failed to submit its compliance with Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. Hence the company has violated the provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
Provisions of the Act:-
Section 134(1) of the Act reads as under:-
(1) The .financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon.]
Section 134(4) of the Companies Act,2013 reads as under :-
(4) The report of the Board of Directors to he attached to the financial statement under this section shall, in case of a One Person Company, mean a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report.
Section 134(8) of the Companies Act,2013 reads as under:-
[(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
4. Accordingly, a Show Cause Notice No. No.LC/ACN/ROC/UP/2022/Petron/6407 to 6415 Dated 22.12. .2023 was issued to officer in default under section 134(4) of the Companies Act, 2013. The company has not furnished any reply.
5. The company and its directors have failed to comply with the provisions of section 134(4) of the Companies Act, 2013 thereby attracting the penal provisions mentioned under Section 134(8) of the Act.
6. Having considered the facts and circumstances of the case and after taking into account the factors above, I hereby impose a penalty of Rs. 3,00,000/- on the company and Rs.50,000/- on the defaulting Directors under section 134(8) of the Companies Act, 2013 and Companies (Amendment) Act, 2020 for failure to make compliance of the section 134(4) . It is of this opinion that penalty is commensurate with the aforesaid failure committed by the Noticee.
7. The Noticee shall pay the amount of penalty by way of Demand Draft in favour of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days receipt of this order. The Demand Draft shall be forwarded to this office Address.
8. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, COO Complex, Lodi 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].
9. Attention is also invited to section 454(8) of the Companies Act, 2013, in the event of non-compliance of this order. In Case appeal is made 0/o Registrar of Companies, U.P. maybe informed alongwith the penalty imposed & the payments made.
(Seems Rath)
Registrar of Companies & Adjudicating Officer
Uttar Pradesh, Kanpur
