Introduction: The Ministry of Corporate Affairs (MCA) has taken stringent action against Purplehues Sunny Communication Private Limited for failing to file financial statements, a violation of Section 137 of the Companies Act, 2013. This article provides a comprehensive analysis of the adjudication order, shedding light on the company’s defaults, penalties imposed, and the repercussions of non-compliance.
Detailed Analysis:
1. Appointment of Adjudicating Officer: Registrar of Companies, Uttarakhand, appointed as the Adjudicating Officer under Section 454 of the Companies Act, 2013.
2. Background of Purplehues Sunny Communication Private Limited: A registered company since 1957, Purplehues faced penalties for not filing financial statements from 2020-21.
3. Facts of the Case: MCA conducted an inquiry under Section 206(4) of the Companies Act, 2013, revealing violations of Section 137. The Registrar of Companies highlighted the company’s failure to file financial statements from 2020-21 to the present date.
4. Relevant Provisions of Section 137: Section 137 mandates filing financial statements, including consolidated statements, within thirty days of the annual general meeting, with prescribed fees.
5. Penalty Imposition: Purplehues and its directors, including Key Managerial Personnel, are held liable under Section 137(3) for failing to file financial statements. The penalty prescribed under Section 137(3) is Rs. 10,000, with additional penalties for continuing failures.
6. Calculation of Penalties: Considering Purplehues as a Small Company, penalties are calculated as half of the specified amount under Section 446B of the Companies Act, 2013. Penalty for the period of default (1.11.2021 to 31.10.2023): Rs. 41,500 for both the company and Sh. Bhupender.
7. Rectification Order: The company and its directors are directed to rectify the default immediately upon receiving the order.
8. Payment Details: Penalties should be paid online through the MCA website within 90 days, with proof of payment submitted to the office.
9. Appeal Process: The order allows for filing an appeal with the Regional Director (NR) within sixty days, as per Section 454(5) and 454(6) of the Companies Act.
10. Non-Payment Warning: Section 454(8) warns of consequences in case of non-payment within the prescribed time limit.
11. Communication to Regional Director: A copy of the order is sent to the Regional Director for information and records.
Conclusion: Purplehues Sunny Communication Private Limited faces significant penalties imposed by the MCA for its failure to file financial statements in violation of Section 137 of the Companies Act, 2013. This case underscores the critical importance of timely compliance with regulatory requirements, urging companies to prioritize adherence to avoid severe financial repercussions and legal consequences.
Government of India
Ministry of Corporate Affairs
Office of Registrar of Companies
Cum-Official Liquidator, Uttarakhand
Attached to High Court, Nainital
Office at Mezzanine Floor, 78, Rajpur Road
Shri Radha Place, Dehradun – 248001 (U.K.)
Phone: 0135 – 2745012/2745013
Email: roc.uttarakhand@mca.gov.in
Order No. ROC/UK/Purplehues Sunny Communication Private Limited/Penalty Order/2023/1158 to 1160 Dated:- 5.12. 2023
ORDER
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 137 of the Companies Act, 2013 in the Matter of Purplehues Sunny Communication Private Limited (CIN: U519091JR2020PTC011835)
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, has appointed Registrar of Companies, Uttarakhand 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 the Company Purplehues Sunny Communication Private 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) on 12/08/1957, having its registered office situated at C/o Rohit Durg Avas Vikas, Udham Singh Nagar, Rudrapur — 248197, Uttarakhand as per MCA website. The financial & other details of the subject company for immediately preceding Financial Year as available on MCA-21 portal is stated as under: –
| S. No. | Particulars | Details |
| 1 | Paid up Capital as on 31.03.2023 (Equity & Preference Shares) | Rs.1,00,000 |
| 2 | Turnover —(as per financials filed by the company as on 31.03.2023) Revenue from operations as per balance sheet filed by the company as on 31.03.2023 on MCA-21 Portal. | Not filed |
| 3 | Holding Company | NO |
| 4. | Subsidiary Company | NO |
| 5 | Whether company registered under Section 8 of the Act? | YES |
| 6. | Whether company registered under any other special Act? | NO |
3. Facts of the Case: –
As per direction of the MCA an inquiry under section 206(4) of the Companies Act,2013 was conducted. The Registrar of Companies in its inquiry report had pointed out several violations of the Companies Act,2013 including violations of the section 137.The Registrar of Companies had pointed out that the company has not filed its financial statement from 2020-21 to till date.
After receipt of sanction for taking penal action against the company notice was issued to the company dated 19/10/2023. In response Shri Bhupender, director of the company has summited written submission dated 7/11/2023.
Thus it is evident that the Company and its Directors including Key Managerial Personnel have failed to comply with the provision of section 137 of the Companies, Act 2013, in filling the financial statements of the Company, thereby attracting the penal provisions mentioned under Section 137(3) of the Act. The Company and its directors including Key Managerial Personnel are officers in default, as per section 2(60), of the Companies Act,2013 and thus liable for penal provision.
The Relevant Provisions of Sections 137are reproduced as under:
Section 137(1)- A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar 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 statements 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 the 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 company shall, along with 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.
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 the 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.
Section 137(3)- If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, 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 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.
4. ADJUDICATION OF PENALTY: –
In the present case it is evident that the company has made violation of section 137 of the Companies Act, 2013.However, penalty has been prescribed under section 137(3) of the Act shall be Levied in this case.
However, since penalty prescribed under section 137(3) of the Companies Act, 2013 is an amount of Rs. 10,000/-so it is levied on the company that is M/s. Purplehues Sunny Communication Private Limited and Officers in default as mentioned below. Further since the company falls in the definition of the Small Company as per section 2 of the Companies Act,2013 the penalty imposed thus is calculated as per section 446B of the Companies Act,2013 as one half of the penalty specified in the provision.
Penalty is calculated as follows:
Period of Default 1.11.2021 to 31.10.2023=730 days.
Penalty upon the Company Rs.10000/-plus Rs.73000(730*100) =Rs.83000/-
Similarly, penalty in case of Director is Rs.10000/-+Rs.73000(730*100) = Rs.83000/-
Since the Company is a Small Company the Penalty is levied as per Section 446B of the
Companies Act,2013
| A | B | C |
| S.No. | Particulars | Amount of Penalty as prescribed under section 137(3) read with section 446B of the Companies Act, 2013 |
| 1 | Purplehues Sunny Communication Private Limited. |
Rs. 41500/- |
| 2 | Sh. Bhupender | Rs. 41500/- |
a) The company and its directors are hereby directed to rectify the default immediately on the date of receipt of copy of this order.
b) The notices 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 & 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.
c) Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryanvaran 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].
d) 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
e) 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.
(Imran Ahmad Siddiqui)
ROC-Cum-O.L. & Adjudicating Officer
Uttarakhand, Dehradun.
Copy for Kind Information and Records to:
1. The Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing 2nd Floor, Pt. Deendayal Upadhyay Bhawan, CGO Complex, Lodhi Road, New Delhi-110003
2. Email to E-Gov. Cell, Ministry of Corporate Affairs for publication on Ministry’s website
