Whereas direction has been received from RD(NR) vide letter no. TS/INFINITE/DL/2020/2354 Dt. 06/08/2020, to initiate action u/s 12 of the Companies Act, 2013 as the company is using its letter heads which contains the CIN as listed even after becoming delisted w.e.f. 21.12.2018 from both stock exchange (NSE & BSE) which shows that company has made the violation of Section 12(3)(c) of the Companies Act, 2013.
Show cause notice (SCN) was issued by this office on 10.01.2022 and as per postal tracking same was delivered to the company and company duly replied to said SCN on 08.02.2022. Subsequently physical verification of registered office of the company was conducted by this office on 07.02.2022 and found that company is maintaining its registered office.
Another SCN was issued by this office on 27.04.2022 and was sent through registered post and company’s e-mail also. As per postal tracking same was received by the company and company replied on 02.05.2022 with request for hearing before the Adjudicating officer. A date of hearing was fixed for 22.06.2022 before adjudication officer and company was intimated through an e-mail was sent to the company. On date of hearing 22.06.2022 Ms. Avinash kaur appeared before the Adjudicating officer with facts of the case and submitted representation of the company and made reliance on provision of Rule 3(12) of Adjudication of Penalties Rules 2014 with request for taking lenient view before levying penalties and also requested for time for making further submission of the facts.
In the present case it is evident that the company has made violation of section 12(3)(c) as company was using its letter heads which contains the- CIN as listed even after becoming delisted w.e.f. 21.12.2018 from both stock exchange (NSE & BSE) as evident from various e-forms filed by Company on MCA portal from 09.04.2019 onwards ( particularly MGT-14 filed by co. on 09.04.2019 ) which contains letter head with wrong CIN.
In the present case it is evident that the company has made violation of section 12(3)(c) as company was using its letter heads which contains the- CIN as listed even after becoming delisted w.e.f. 21.12.2018 from both stock exchange (NSE & BSE) as evident from various e-forms filed by Company on MCA portal from 09.04.2019 onwards ( particularly MGT-14 filed by co. on 09.04.2019 ) which contains letter head with wrong CIN.
In its representation, the company has asked this office to take a lenient view while imposing the penalty on Company and its officers in default . In this regard the company has also relied upon order passed by different ROCs. Without prejudice to the fact that such orders could not be regarded as a binding precedents on this office, it is submitted that the orders cited by the company did not assess the total period of default. Therefore such orders cannot be considered for the disposal of the present proceedings. In addition, the company has relied upon Rule 3(12) of the Companies Adjudication of Penalty Rules, 2014 to state that mitigating factors must be taken into account before deciding on the amount of penalty. Such an argument is not acceptable as the proviso to rule 3(12) clearly provides that in no case the penalty imposed shall be less than the minimum penalty. Clearly Section 12(8) does not provide any discretion to the Adjudicating officer to levy a penalty of less than Rs. 1000/- for everyday subject to a maximum of Rs. One lakh unless the provision of Section 446B of the Companies Act, 2013 gets attracted. Accordingly, the submissions made by the company are not been accepted in view of the clear provision of law.
The date of violation is being reckoned from 04.12.2019 (MGT-14 filed vide SRN 821933965 which contained letter head with wrong CIN) till last e-form INC-22 (dated 08/10/2021 filed vide SRN R6621768) which is 674 days for Company and its all directors.
In terms of para 2 of this order, the company does not satisfy the requirement of a small company U/s 2(85) of the Companies Act, 2013. Therefore the amount of penalty as provided under sub section (8) of Section 12 is Leviable on the company and its CFO(KMP)a WHOLE TIME DIRECTOR namely Sh. Sanjeev Gulati.
In terms of Section 12 sub section (8) a penalty of Rs. 1000/- is leviable for each day up to a maximum amount of Rs. 1 lakh on the company and its officers in default. In the present case since the duration of default is more than 100 days, the maximum amount of Penalty is applicable on the company and its whole time director.
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 No. ROC/2022/INFINITE COMPUTER /PENALTY ORDER/ 5786-5788 Dated: 03/10/2022
ADJUDICATION ORDER FOR PENALTY UNDER SECTION 454(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 12(3)(c) OF THE COMPANIES ACT,2013 IN THE MATTER OF INFINITE COMPUER SOLUTIONS (INDIA) LIMITED CIN U72200HR1999PLC089980
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No A42011/112/2014-Ad. II dated 24.03.2015 appointed Registrar of Companies, Delhi Union Territory of Delhi and whole state of Haryana as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [ herein after referred as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas Company INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED [ herein after known as Company] is a registered company with this office under the provisions of Companies Act, 2013/ 1956 (or previous Acts in force, as applicable) having its registered address at 4th Floor, Plot no 21, Institutional Area, Sector 44, Gurugram, Haryana 122001 as per the MCA website. The financial & other details of the subject company for immediately preceding F.Y. as available on MCA-21 portal is stated as under: –
| S. No. | Particulars | Details |
| 1. | Paid up Capital as on 31.03.2021 (Equity & Preference Shares) | 33,35,55,140 |
| 2. | Turnover-(as per financials filed by the company as on 31.03.2021) Revenue from operations as per balance sheet filed by the company as on 31.03.2021 on MCA-21 portal) | 588,33,45,797 |
| 3. | Holding Company | Infinite Technologies LLC |
| 4.
|
Subsidiary Company | 1. INFINITE INFOCITY LIMITED
2. INFINITE INFOPARK LIMITED 3. INFINITE INFOWORLD LIMITED 4. INFINITE TECHWORLD LIMITED 5. INFINITE SKYTECH LIMITED 6. INFINITE TECHCITY LIMITED 7. INFINITE TECHHUB LIMITED 8. INFINITE TECHSOFT LIMITED 9. INFINITE THINKSOFT LIMITED 10. INFINITE TECHDATA LIMITED 11. INFINITE TECHMIND LIMITED 12. INFINITE TECH VENTURES LIMITED 13. INDIA COMNET INTERNATIONAL PRIVATE LIMITED 14. NFINITE INFOCOMPLEX PRIVATE LIMITED 15. Infinite Computer Solutions Inc, USA 16. Infinite Convergence Solutions Inc, USA 17. Infinite Computer Solutions Ltd, U.K 18. Infinite Computer Solutions Pte Ltd, Singapore 19. Infinite Computer Solutions Sdn Bhd, Malaysia 20. Infinite Computer Solutions Canada Inc. 21. Infinite Talent Inc, USA 22.MC DATA SYSTEMS PRIVATE LIMITED |
| 5. | Whether company registered under Section 8 of the Act? | N/A |
| 6. | Whether company registered under any other special Act? | N/A |
3. Facts about the Case:
Whereas direction has been received from RD(NR) vide letter no. TS/INFINITE/DL/2020/2354 Dt. 06/08/2020, to initiate action u/s 12 of the Companies Act, 2013 as the company is using its letter heads which contains the CIN as listed even after becoming delisted w.e.f. 21.12.2018 from both stock exchange (NSE & BSE) which shows that company has made the violation of Section 12(3)(c) of the Companies Act, 2013.
Show cause notice (SCN) was issued by this office on 10.01.2022 and as per postal tracking same was delivered to the company and company duly replied to said SCN on 08.02.2022. Subsequently physical verification of registered office of the company was conducted by this office on 07.02.2022 and found that company is maintaining its registered office.
Another SCN was issued by this office on 27.04.2022 and was sent through registered post and company’s e-mail also. As per postal tracking same was received by the company and company replied on 02.05.2022 with request for hearing before the Adjudicating officer. A date of hearing was fixed for 22.06.2022 before adjudication officer and company was intimated through an e-mail was sent to the company. On date of hearing 22.06.2022 Ms. Avinash kaur appeared before the Adjudicating officer with facts of the case and submitted representation of the company and made reliance on provision of Rule 3(12) of Adjudication of Penalties Rules 2014 with request for taking lenient view before levying penalties and also requested for time for making further submission of the facts.
The company also submitted its written reply on 29.06.2022 subsequent to the oral submissions made by Ms. Avinash kaur.
4. The relevant provisions of Sections 12 are reproduced as under:
Section 12(1) – A company shall, on and from the fifteenth day of its incorporation and at all times, thereafter, have a registered office capable of receiving and acknowledging all communications and notice as may be addressed to it.
Section (12(2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.
Section 12(3) Every company shall
(a) paint or affix its name, and the address of its registered. office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
(b) have its name engraved in legible characters on its seal, if any;
(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, fetter papers and in all its notices and other official publications; and
(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):
Provided further that the words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
XXXX
Section 12(4) – Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.
XXXX
Section 12(8) – If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during 031′ the default continues but not exceeding one lakh rupees.
5. ADJUDICATION OF PENALTY: –
In the present case it is evident that the company has made violation of section 12(3)(c) as company was using its letter heads which contains the- CIN as listed even after becoming delisted w.e.f. 21.12.2018 from both stock exchange (NSE & BSE) as evident from various e-forms filed by Company on MCA portal from 09.04.2019 onwards ( particularly MGT-14 filed by co. on 09.04.2019 ) which contains letter head with wrong CIN.
In its representation, the company has asked this office to take a lenient view while imposing the penalty on Company and its officers in default . In this regard the company has also relied upon order passed by different ROCs. Without prejudice to the fact that such orders could not be regarded as a binding precedents on this office, it is submitted that the orders cited by the company did not assess the total period of default. Therefore such orders cannot be considered for the disposal of the present proceedings. In addition, the company has relied upon Rule 3(12) of the Companies Adjudication of Penalty Rules, 2014 to state that mitigating factors must be taken into account before deciding on the amount of penalty. Such an argument is not acceptable as the proviso to rule 3(12) clearly provides that in no case the penalty imposed shall be less than the minimum penalty. Clearly Section 12(8) does not provide any discretion to the Adjudicating officer to levy a penalty of less than Rs. 1000/- for everyday subject to a maximum of Rs. One lakh unless the provision of Section 446B of the Companies Act, 2013 gets attracted. Accordingly, the submissions made by the company are not been accepted in view of the clear provision of law.
The date of violation is being reckoned from 04.12.2019 (MGT-14 filed vide SRN 821933965 which contained letter head with wrong CIN) till last e-form INC-22 (dated 08/10/2021 filed vide SRN R6621768) which is 674 days for Company and its all directors.
In terms of para 2 of this order, the company does not satisfy the requirement of a small company U/s 2(85) of the Companies Act, 2013. Therefore the amount of penalty as provided under sub section (8) of Section 12 is Leviable on the company and its CFO(KMP)a WHOLE TIME DIRECTOR namely Sh. Sanjeev Gulati.
In terms of Section 12 sub section (8) a penalty of Rs. 1000/- is leviable for each day up to a maximum amount of Rs. 1 lakh on the company and its officers in default. In the present case since the duration of default is more than 100 days, the maximum amount of Penalty is applicable on the company and its whole time director.
| A | B | c |
| S. No | Particulars | Amount of Penalty as prescribed under section 12(8) of the Companies Act, 2013 |
| 1 | INFINITE COMPUTER SOLUTIONS (INDIA)LIMITED |
1,00,000/‑ |
| 2 | SANJEEV GULATI | 1,00,000/- |
6. The noticees shall pay the said amount of penalty as mentioned in column C above through online mode by using the website mca.gov.in (Misc. head) in favor of “Pay a Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid. In case of the above-mentioned officers in default, penalty is required to be paid from their own fund.
7. 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 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].
8. Your attention is also invited to section 454(8) of the Act in the event of non‑ payment of penalty within the prescribed time limit.
9. 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 Company and its officer in default and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.
(PRANAY CHATURVEDI) ICLS
Adjudicating Officer & Registrar of Companies
NCT of Delhi & Haryana
