In this case adjudication order was issued by the Ministry of Corporate Affairs, penalizing Ringming Hotels And Restaurants Private Limited for the non-compliance of holding board meetings and annual general meetings.
The company has neither filed its Annual Return nor Financial Statement including Directors Report since incorporation to till date. Hence there is no record of Board Meetings and Annual General Meeting. Therefore, there is a violation of Section 118(10) of the companies Act,2013 read with Secretarial standard 1 & 2 issued by the Institute of Company Secretaries of India.
Due to company’s failure to hold board meetings and annual general meetings Ministry of Corporate Affairs imposed penalties on Company and its Officers.
MINISTRY OF CORPORATE AFFAIRS
GOVERMENT OF INDIA
Order No. RoCP/ADJ/order/118/Ringming/702 to 707 Date: 19 JUN 2023
ADJUDICATION ORDER
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Adjudication Order of penalties in the matter RINGMING HOTELS AND RESTAURANTS PRIVATE LIMITED (U55209PN2018PTC174167) under section 118 r|w Section 454(3) of the Companies Act, 2013
Please Read:
- Companies (Adjudication Of Penalties) Rules, 2014as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
- Provisions of Subsection (1) and (11) of Section 118 of the Companies Act, 2013.
- Gazette Notification of Ministry of Corporate Affairs vide No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
In respect of:
RINGMING HOTELS AND RESTAURANTS PRIVATE LIMITED (U55209PN2018PTC174167) having its registered office as per MCA21 Registry at address “AMBA COMPLEX HOUSE NO 5 320/321, M G ROAD CAMP, PUNE, Pune, Maharashtra, 411001, India.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Rule 3(1) of Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company:
RINGMING HOTELS AND RESTAURANTS PRIVATE LIMITED having CIN U55209PN2018PTC174167 is a company governed by the provisions Act, and registered with this office having its office at AMBA COMPLEX HOUSE NO 5 320/321,M G ROAD CAMP,PUNE,Pune,Maharashtra,411001,India.
3. Facts about the Case:
a) Whereas an Inquiry of the company under section 206 of the Companies Act, 2013 was conducted by this office; and it was observed that “the company has neither filed its Annual Return nor Financial Statement including Directors Report since incorporation to till date. Hence there is no record of Board Meetings and Annual General Meeting. Therefore, there is a violation of Section 118(10) of the companies Act,2013 read with Secretarial standard 1 & 2 issued by the Institute of Company Secretaries of India.
b) As per Section 118(10) of the Act – Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.
c) The matter was also taken up with the company during the course of the said inquiry for which no reply was received by the company and its directors the same was also returned undelivered by the postal authority. Further, as per the directions of the competent authority, the action against the company and its directors initiated.
d) Accordingly, the adjudication officer has issued adjudication notice vide ROCP/ADJ/FS/22-23/2253 to 2256 dated 14.02.2023 (herein after referred as Adjudication Notice) under Section 454(4) read with 118 of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a, b & c” above;
e) No reply from the company nor its directors for the notice issued by the adjudicating authority received and the same was returned by postal authority with remark ‘Left ‘insufficient address’ and ‘not claimed’.
4. Relevant provisions of the Companies Act, 2013:
Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.—(1) Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
(2) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
(3) All appointments made at any of the meetings aforesaid shall be included in the minutes of the meeting.
(4) In the case of a meeting of the Board of Directors or of a committee of the Board, the minutes shall also contain—
(a) the names of the directors present at the meeting; and
(b) in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring with the resolution.
(5) There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting,—
(a) is or could reasonably be regarded as defamatory of any person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the company.
(6) The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in subsection (5).
(7) The minutes kept in accordance with the provisions of this section shall be evidence of the proceedings recorded therein.
(8) Where the minutes have been kept in accordance with sub-section (1) then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and the resolutions passed by postal ballot to have been duly passed and in particular, all appointments of directors, key managerial personnel, auditors or company secretary in practice, shall be deemed to be valid.
(9) No document purporting to be a report of the proceedings of any general meeting of a company shall be circulated or advertised at the expense of the company, unless it includes the matters required by this section to be contained in the minutes of the proceedings of such meeting.
(10) Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.
(11) If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
(12) If a person is found guilty of tampering with the minutes of the proceedings of meeting, he shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees.]
5. ORDER:
a. The company and its officers, who have defaulted on the provisions of section 118 of the Act it was observed that “the company failed to file Annual Return and Financial Statement including Directors Report for the First FY 2018-19. Hence no record of Board Meetings and Annual General Meeting as per requirements of Section 118 of the Companies Act, 2013. Hence the company has violated the provisions of section 118 of the Companies Act, 2013”.
b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the facts and circumstances of the case mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 118 of the Act:-
| Penalty imposed on company/ director(s) | Total / maximum penalty (In Rs) |
| RINGMING HOTELS AND RESTAURANTS PRIVATE LIMITED | 25000 |
| RAJNI MANEET JAIN | 5000 |
| RAJENDRA PRASAD JAIN | 5000 |
| MANEET RAJENDRAPRASAD JAIN | 5000 |
c. I am of the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
d. The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.
e. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, 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 of the Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.
f. Your attention is also invited to section 454(8)(ii) of the Act regarding consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.
g. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to RINGMING HOTELS AND RESTAURANTS PRIVATE LIMITED and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.
(Mangesh J dhav, ICLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
