MCA Imposes Penalty on M/s. Pearce Services Global Private Limited for Default in Filing E-Form INC-22
The Ministry of Corporate Affairs (MCA) has imposed a penalty on M/s. Pearce Services Global Private Limited for violating Section 12 of the Companies Act, 2013. The penalty has been levied for non-compliance with the requirement of filing E-Form INC-22 within the stipulated time.
Background: According to Section 12(1) of the Companies Act, 2013, a company must have a registered office capable of receiving and acknowledging all communications and notices within thirty days of its incorporation and at all times thereafter.
The company in question failed to comply with this requirement by not filing E-Form INC-22 within the stipulated timeframe.
Findings and Observations: The company was found to have filed E-Form INC-22 with a delay of 28 days after the due date, thereby violating the provisions of Section 12(1) of the Companies Act, 2013.
Adjudication of Penalty: An opportunity to be heard in the matter was given to the company and its directors. The penalty, as prescribed under Section 12(8) of the Companies Act, 2013, has been imposed on the company and the officers in default. The details of the penalties imposed are as follows:
- Company: Penalty of Rs. 28,000
- Sh. BENJAMIN KRJCK: Penalty of Rs. 28,000
- Sh. MICHAEL WOLF: Penalty of Rs. 28,000
- Sh. MICHAEL WOLF: Penalty of Rs. 28,000
- Sh. PRABJOT KHOSLA: Penalty of Rs. 28,000
The penalty imposed shall be paid through the Ministry of Corporate Affairs portal as per the rules mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019.
Appeal: The company has the option to file an appeal against this order with the Regional Director (Northern Region), Ministry of Corporate Affairs, within sixty days from the date of receiving the order.
Non-payment of the penalty may result in further fines and even imprisonment, as per Section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013.
This case serves as a reminder of the importance of complying with statutory requirements under the Companies Act, 2013 and the associated penalties for non-compliance. Companies should ensure timely filing of necessary forms and documents to avoid such penalties.
*****
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES
PUNJAB AND CHANDIGARH,
CORPORATE BHAWAN
PLOT NO.4-B, SECTOR 27-B, CHANDIGARH
PHONE NO.172-2639415, 2639416
No. ROC CHD/2023-24/545
Dated: 31/10/2023
ORDER UNDER SECTION 454 FOR VIOLATION OF SECTION 12 OF THE COMPANIES ACT, 2013, READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014
IN THE MATTER OF M/S PEARCE SERVICES GLOBAL PRIVATE LIMITED
CIN: U74999PB2022FTC055586
1. The Ministry of Corporate Affairs vide its gazette notification no S.O.831(E) dated 24.3.2015, has appointed the undersigned as Adjudicating Officer(AO) in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter known as the Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Whereas PEARCE SERVICES GLOBAL PRIVATE LIMITED (herein after referred to as “the Company”) is a company registered with this office under the Provisions of the Companies Act, 2013 (or previous Acts in force, as applicable) having its registered office situated at 801- B, C, D and E, 8th Floor Block B, Bestech Business Tower, Sector-66, Mohali, Punjab, India, 160059. The financial and other details of the subject company for immediately preceding financial year as available on MCA-21 Portal is as under: –
|
S. No. |
Particulars | Details |
| 1. | Paid up Capital as on date. (Equity and Preference shares) | 1,00,000 |
| 2. | Date of Incorporation | 04/04/2022 |
| 3. | Turnover:
(Revenue from operations as per Balance sheet ‘filed on MCA-21 Portal for the F.Y 2022-23) |
First Year, Balance sheet not filed yet |
| 4. | Holding Company | Subsidiary of company incorporated outside India |
| 5. | Subsidiary Company | NA |
| 6. | Whether company registered under section 8 of the Act. | NA |
| 7. | Whether company registered under any other special Act? | NA |
| 8. | Whether Company is small company | No |
| 9. | Whether Section 446B is applicable to the company (Lesser penalties for Certain companies) | No |
3. Provisions of the Act:
In terms of Section 12(1) of the Act- A company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
Section 12(4) of the Act provides that a 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 thirty days of the change, who shall record the same.
AND as per Section 12(8) of the Act- if any default is made in complying with the requirement 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 which the default continues but not exceeding one lakh rupees.
4. Facts about the case: –
That a complaint against the affairs of the company was received from Shri Tarun Sadana, CEO Kimoha Technologies Private Limited regarding violations of various provisions of the Companies Act, inter alia alleging that company had filed incorrect form INC-22 as dates mentioned were wrong in the form. The date of lease deed is 16.05.2022, however, in the form INC-22 date has been mentioned as 12.04.2022. Complaint matter was taken up with the company and company replied that “since the transition talks were underway in March-April 2022 hence the office space 205, Bestech Business Towers, taken on lease by the complainant on behalf of the company, was temporarily mentioned by the company as a correspondence address at the time of incorporation”. Thereafter, the Company and its directors have Suo-moto filed application vide GNL 1 (SRN No. F64184518) for adjudication of penalty under the provisions of Section 454 of the Act and rules made thereunder and stated therein inter alia:
- That the applicant admits their default and moved the application for adjudication of penalty under Section 454 read with Section 12 of the Companies Act, 2013 in respect of non-filing of Form INC-22 within 30 days of its Incorporation under Section 12 (1) and thereafter filing the same belatedly.
- That the Company had to file form INC 22 as per the provision of Section 12 (1) up to 03.05.2022. However, the company failed to do so.
- That the Company had defaulted in filing e-form INC 22 within stipulated time inadvertently and unintentionally.
- That the company and the co-applicants have not derived any advantage as a result of this contravention of delay in making compliance.
Thus, the company and its directors have failed to comply with the provision of Section 12 (1) of the Companies Act, 2013, in filing the statutory documents with the office of the undersigned, thereby attracting the penal provision against the company and officers in default mentioned under Section 12(8) of the Companies Act, 2013.
5. Submission by the Company: –
The Applicant Company has stated that the default was caused inadvertently and unintentionally due to lack of knowledge and penalty may be imposed upon the Company and its directors as per the Companies Act, 2013.
6.Findings and observations: –
As per application filed by the Company, it is observed that the Company had to file form INC 22 as per the provision of Section 12 (1) up to 03.05.2022. However, company has filed eform INC-22 on 31.05.2022 with a delay of 28 days thereby violating the provisions of Section 12(1) of the Companies Act, 2013 punishable under Section 12(8) of the Companies Act, 2013.
7. Adjudication of Penalty:
That an opportunity of being heard in the matter was given to the company and its Directors and accordingly Authorized Representative of the company and Directors, Sh.Rahul Malhotra, CS appeared before the undersigned and made submissions in the case on 27.10.2023 and he made submissions to impose minimum penalty in the case. However, maximum penalty prescribed in the act has been imposed on the company and Directors. Further, having considered the facts and circumstances of the case and after taking into account the factors mentioned above and submissions of the Applicant/Representative, I hereby impose penalty as prescribed under Sub-Section (8) of Section 12 of the Companies Act, 2013. – The details of the penalty imposed on the company and officers in default are as follows:
|
Nature of Default |
Violations under Companies Act,2013 | Name of person on whom penalty imposed | No. of days of default | Per day penalty for default (Rs) | Total Default amount (Rs) | Maximum Limit for penalty in case of small company (Rs) | Final penalty Imposed (Rs) |
| Default in Filing of E-Form INC 22 within Stipulated Time
|
S.12(1)
|
On Company | 28 | 1000 | 28*1000
=28,000 |
1,00,000 | 28,000 |
| Sh. BENJAMIN KRJCK | 28 | 1000 | 28*1000 =28,000 | 1,00,000 | 28,000 | ||
| Sh. MICHAEL WOLF | 28 | 1000 | 28*1000 =28,000 | 1,00,000 | 28,000 | ||
| Sh. MICHAEL WOLF | 28 | 1000 | 28*1000 =28,000 | 1,00,000 | 28,000 | ||
| Sh. PRABJOT KHOSLA | 28 | 1000 | 28*1000
=28,000 |
1,00,000 | 28,000 |
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Noticee 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.
8. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi 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. Your attention is also invited to 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 lakh rupees or with both.
10. 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 (1) Mis PEARCE SERVICES GLOBAL PRIVATE LIMITED at 801- B, C, D and E, 8th Floor Block B, Bestech Business Tower, Sector-66, Mohali, Punjab, India, 160059 (2) Sh. PRABJOT KHOSLA, Director, *****, (3) Sh. Benjamin Krick, ***** and Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi and will also be uploaded on website.
( Kamna Sharma)
Registrar of Companies & Adjudication officer
Punjab & Chandigarh
Copy to: –
Regional Director (NR), Ministry of Corporate Affairs, New Delhi for information and record.
