The Registrar of Companies, Madhya Pradesh, has issued penalties against RBN INFRASTRUCTURES INDIA LIMITED for failure to comply with Section 137(1) of the Companies Act, 2013. The company, registered as a public company, neglected to file its financial statements for several consecutive fiscal years, prompting regulatory action.
Introduction: RBN INFRASTRUCTURES INDIA LIMITED, a registered public company based in Madhya Pradesh, has been found in violation of Section 137(1) of the Companies Act, 2013. The company, with its registered office located at 204, 4th Floor, Nandini Apartment, Morar, Gwalior, Madhya Pradesh, 474006, India, failed to adhere to the statutory requirement of filing financial statements within the stipulated time frame.
Summary of Violation: Despite the legal obligation stipulated under Section 137(1) of the Companies Act, 2013, RBN INFRASTRUCTURES INDIA LIMITED neglected to submit its financial statements for the fiscal years ranging from 2018-19 to 2021-22. This omission constitutes a serious breach of regulatory compliance, as outlined in the Companies Act, 2013.
Imposition of Penalties: The adjudicating officer, in accordance with the provisions of the Companies Act, 2013, has levied penalties against RBN INFRASTRUCTURES INDIA LIMITED and its officers who are in default. The penalties are commensurate with the duration of default and are detailed as follows:
- For Financial Year 2018-19: A penalty of Rs. 1,67,000 has been imposed on the company and each of its directors.
- For Financial Year 2019-20: A penalty of Rs. 1,30,500 has been imposed on the company and each of its directors.
- For Financial Year 2020-21: A penalty of Rs. 94,000 has been imposed on the company and each of its directors.
- For Financial Year 2021-22: A penalty of Rs. 57,500 has been imposed on the company and each of its directors.
Consequences of Non-Compliance: Failure to pay the imposed penalties may result in further legal consequences, including fines and imprisonment, as prescribed under Section 454(8) of the Companies Act, 2013. Additionally, the company and its officers have the option to appeal against the order within sixty days from the date of receipt, as per the provisions of the Act.
Conclusion: RBN INFRASTRUCTURES INDIA LIMITED’s non-compliance with the statutory requirement of filing financial statements has led to significant penalties being imposed by the regulatory authorities. This serves as a reminder to all companies of the importance of fulfilling their legal obligations and maintaining regulatory compliance to avoid punitive measures. Compliance with the Companies Act, 2013 is essential for upholding transparency, accountability, and integrity in corporate governance.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
Office of The Registrar of Companies, Madhya Pradesh
Sanjay Complex, `A’ Block, 3rd Floor,
Jayendraganj, Gwalior — 474009
E.mail: [email protected]
Order No. ROC-G/Adj-Penal/Order/S. 137(1)/2024/3722 Dated: 20 Feb 2024
Sub: Order under section 454 for violation of Section 137(1) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014.
Sir,
Please find enclosed herewith copy of order dated 20.02.2024 passed in the matter of M/s RBN INFRASTRUCTURES INDIA LIMITED for necessary compliance.
Yours’s faithfully,
End: As above.
(Mukesh Kumar Soni)
Registrar of Companies,
Madhya Pradesh, Gwalior.
Order for Penalty for Violation of Section 137(1) of the Companies Act, 2013
In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under Sub-section (1) of Section 137 of the Companies Act, 2013.
And
In the matter of M/s RBN INFRASTRUCTURES INDIA LIMITED
(CENT: U70102MP2009PLCO21573)
1. Appointment of Adjudicating Officer
The Ministry of Corporate Affairs vide its Gazette notification no A-42011/112/2014-Ad.II, dated 24.03.2015 appointed the undersigned as Adjudicating Officer (AO) in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act. The undersigned is entrusted to adjudicate penalties under section 12 of the Companies Act, 2013.
2. Company
Whereas Company, RBN INFRASTRUCTURES INDIA LIMITED (CIN: U70102MP2009PLCO21573) [herein after known as Company] is a registered company with this office under the provisions of Companies Act, 1956/ 2013 having its registered office situated at 204, 4th Floor, Nandini Apartment, Morar, Gwalior, Madhya Pradesh, 474006, India, as per the MCA website.
| SI. No. |
Particulars | Details |
| 1. | Paid-up capital (F.Y. 2011-12) | 30,00,000/- |
| 2. | Turnover (F.Y. 2011-12) | |
| a. Revenue from operation | 51,96,850/- | |
| b. Other income | NIL | |
| 3. | Holding company | No |
| 4. | Subsidiary company | No |
| 5. | Whether company registered under Section 8 | No |
| 6. | Type of Company | Public company |
| 7. | Whether company registered under any other Special Act | No |
3. Law relating to Filing of Financial Statement with the Registrar: –
Section 13711):
A copy of the financial statements, including consolidated financial statement, if any alongwith all the documents which are required to be or attached to such financial statements under this act, duly adopted within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed.
Provided that where the financial statements under sub-section (1) are not adopted at annual general meeting or adjourned annual general meeting such unadopted financial statement along with the required documents under sub-section (1) shall be filed with the Registrar within thirty days of the date of annual general meeting and the Registrar shall take them in his records as provisional till the financial statements are filed with him after their adoption in the adjourned annual general meeting for that purpose: Provided further that financial statements adopted in the adjourned annual general meeting shall be filed with Registrar within thirty days of the date of such adjourned annual general meeting with such fees or such additional fees as may be prescribed.
Provided also that a one person company shall file a copy of the financials statements duly adopted by its member along with all the documents which are required to be attached to such financial statements within one hundred eighty days from the closure of the financial year.
Provided also that a company shall alongwith its financial statements to be filed with the Registrar, attach the accounts of its subsidiary or subsidiaries which have been incorporated outside India and which have not established their place of business in India.
Provided also that in the case of a subsidiary which has been incorporated outside India (herein referred to as “foreign subsidiary) which is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited the requirements of the fourth proviso shall be met if the holding Indian company files such financial statement is in a language other than English along with a translated copy of the financials statement in English.
Section 137 (2):
Where the annual general meeting of a company for any year has not been held the financial statements along with the documents required to be attached under sub-section (1) duly signed along with the statement of facts and reasons for not holding the annual general meeting shall be filed with Registrar within thirty days of the last date before which the annual general meeting should have been held and in such manner, with such fees or additional fees as may be prescribed.
4. Facts of the case
Whereas this office conducted inquiry under section 206(4) of the Companies Act, 2013 and during the course of inquiry it has been found that the company has not filed its due Financial Statement for financial year from 2018-19 to 2021-22 under Section 137(1) of the Companies Act, 2013. Thus, it appears that the company has violated the provisions of Section 137(1) of the Companies Act, 2013 which attracted penal provisions under section 137(3) of the Companies Act, 2013 for F.Y 2018-2019 to 2021-22.
5. Accordingly, this office had issued Show Cause Notice u/s. 137(1) of the Act vide letter no. ROC-G/Adj .Pen./Sec .137(1)/RBN/AT/2023/3248 to 3251 dated 16.01.2024 to the registered office of the company and its officers in default. However, no reply has been submitted by the company and its directors till date.
6. Thereafter, “Notices of Inquiry” vide letter No. RoC-G/Adj.Pen./Sec.137(1)/RBN/AT/ 2023/3508-3511 dated 02.02.2024 were issued to the Company and its officer who is in default as per [Rule 3(3), Companies (Adjudication of Penalties) Rules 2014] and the date of hearing was fixed on 16.02.2024 at 12:30 PM in the Office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A block-III floor, Jayendraganj, Gwalior, Madhya Pradesh. Mr. Ram Niwas Pal, Director of company has submitted his reply, which is received on 01.02.2024
7. No representative of the Company or Directors have appeared on the date so fixed 16.02.2023 at 12:30 P.M. As, no one appeared, hence, as per Rule 3(8), Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded ex-parte.
8. Penalty Provision for violation: –
Non-compliance of section 137(1) would result in penal action under section 137(3) which read as under:
Section 137(3):
If a company fails to file the copy of the financial statement under subsection (1) or sub-section (2) as the case may be, before the expiry of the period specified the 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 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.
9. Order
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 officers in default are liable for penalty as prescribed under Section 137(3) of the Act for default is made in complying with the requirements of Section 137(1) of the Act by the company viz. RUN INFRASTRUCTURES INDIA LIMITED for Financial Year 2018-19 to 2021-22, in terms of section 137(1) of the Companies Act, 2013.
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section (3) of Section 137 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
(Financial Year 2018-19 to 2021-22)
| Financial Year | Period | No. of days of defaults |
| 2018-19 | 29.10.2019 to 16.02.2024 | 1570 |
| 2019-20 | 29.10.2020 to 16,02.2024 | 1205 |
| 2020-21 | 29,10.2021 to 16.02.2024 | 840 |
| 2021-22 | 29.10.2022 to. 16.02.2024 | 475 |
(Penalty amount for non-filing of Financial Statement u/s 137 for the Financial Year 2018-19)
| Nature of Default | Relevant section under the Companies Act, 2013 |
Name of persons on whom penalty is imposed | No. of days of default | Total Penalty as per Section 92(5) | Maximum Penalty (Rs.) | Final Penalty imposed
(Rs.) |
| A | B | C | D | E | F | G |
| Non filing of Financial Statement | S.137(1) | On Company | 1570 | Rs. 10,000/- +(100 x 1570) 1,57,000/-
Total =1,67,000/- |
2,00,000 | 1,67,000 |
| Mr. ASHOK KUMAR PAL, (DIRECTOR) | 1570 | Rs. 10,000/- + (100 x 1570) 1,57,000/-
Total =1,67,000/- |
50,000 | 50,000 | ||
| Mr. RAM NIWAS PAL, (DIRECTOR) | 1570 | Rs. 10,000/- + (100 x 1570) 1,57,000/-
Total=1,67,000/- |
50,000 | 50,000 | ||
| Mr. RANVEER SINGH BAGHEL, (DIRECTOR) | 1570 | Rs. 10,000/- + (100×1570) 1,57,000/- Total =1,67,000/- | 50,000 | 50,000 |
(Penalty amount for non-filing of Financial Statement u/s 137 for the Financial Year 2019-20)
| Nature of Default | Relevant section under the Companies Act, 2013 |
Name of persons on whom penalty is imposed | No. of days of default | Total Penalty as per Section 92(5) | Maximum Penalty (Rs.) | Final Penalty imposed (Rs.) |
| A | B | C | D | E | F | G |
| Non filing of Annual Return | S.137(1) | On Company | 1205 | Rs.10,000/- + (100×1205) 1,20,500/- Total =1,30,500/- | 2,00,000 | 1,30,500 |
| Mr. ASHOK KUMAR PAL, (DIRECTOR) | 1205 | Rs. 10,000/-(100×1205) 1,20,500/- Total =1,30,500/- | 50,000 | 50,000 | ||
| Mr. RAM NIWAS PAL, (DIRECTOR) | 1205 | Rs. 10,000/- + (100×1205) 1,20,500/- Total =1,30,500/- | 50,000 | 50,000 | ||
| Mr. RANVEER SINGH BAGHEL, (DIRECTOR) | 1205 | Rs. 10,000/- (100×1205) 1,20,500/-Total =1,30,500/- | 50,000 | 50,000 |
(Penalty amount for non-filing of Financial Statement u/s 137 for the Financial Year 2020-21)
| Nature of Default | Relevant section under the Companies Act, 2013 | Name of persons on whom penalty is imposed | No. of days of default | Total Penalty as per Section 92(5) | Maximum Penalty (Rs.) | Final Penalty imposed
(Rs.) |
| A | B | C | D | E | F | G |
| Non filing of Annual Return | S.137(1) | On Company | 840 | Rs. 10,000/- + (100×840) 84,000/- Total =94,000/- | 2,00,000 | 84,000 |
| Mr. ASHOK KUMAR PAL, (DIRECTOR) | 840 | Rs. 10,000/- + (100×840) 84,000/-Total =94,000/- | 50,000 | 50,000 | ||
| Mr. RAM NIWAS PAL, (DIRECTOR) | 840 | Rs. 10,000/- + (100×840) 84,000/-
Total =94,000/- |
50,000 | 50,000 | ||
| Mr. RANVEER SINGH BAGHEL, (DIRECTOR) | 840 | Rs. 10,000/- + (100×840) 84,000/- Total = 94,000/- | 50,000 | 50,000 |
(Penalty amount for o ding of Financial Statement u/s 137 for the Financial Year 2021-22)
| Nature of Default | Relevant section under the Companies Act, 2013 | Name of persons on whom penalty is imposed | No. of days of default | Total Penalty as per Section 92(5) | Maximum Penalty (Rs.) | Final Penalty imposed
(Rs.) |
| A | B | C | D | E | F | G |
| Non filing of Annual Return | S.137(1) | On Company | 475 | Rs. 10,000/- + (100×475) 47,5000/- Total =57,000/- | 2,00,000 | 57,500 |
| Mr. ASHOK KUMAR PAL, (DIRECTOR) | 475 | Rs. 10,000/- + (100×475) 47,5000/-
Total=57,500/- |
50,000 | 50,000 | ||
| Mr. RAM NIWAS PAL, (DIRECTOR) | 475 | Rs. 10,000/- + (100×475) 47,5000/-
Total=57,500/ |
50,000 | 50,000 | ||
| Mr. RANVEER SINGH BAGHEL, (DIRECTOR) | 475 | Rs. 10,000/- + (100×475) 47,5000/-
Total=57,500/ |
50,000 | 50,000 |
10. The company and its officers who is in default are hereby directed to penalty amount as per column no. G of above Table. I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Notice and penalty so imposed upon the Officers-in-default 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 Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office for the financial year 2018-19 to 2021-21
11. Your attention is also twenty-five Section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, 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 officer in default 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 laid’ rupees or both.
12. Appeal against this order may be filed in writing with the Hon’ble Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad 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).
13. 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 M/s. RBN INFRASTRUCTURES INDIA LIMITED 204, 4TH FLOOR, NANDINI APARTMENT, MORAR, GWALIOR, MADHYA PRADESH – 474 001, Mr. ASHOK KUMAR PAL, (DIRECTOR), Mr. RANVEER SINGH BAGUEL, (DIRECTOR), and will also be Uploaded On MCA Website.
The adjudication notice stands disposed off with this order.
(Mukesh Kumar Soni)
Adjudicating officer & Registrar of Companies,
Madhya Pradesh, Gwalior,
Signed on this 20th day of February 2024.
Place: Gwalior, Madhya Pradesh.
