GOVERNMENT OF INDA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES.
GUJARAT, DADRA & NAGAR HAVELI
ROC Bhavan. Opp. Rupal Park,
Nr. Ankur Bus Stand. Naranpura, Ahmedabad (Gujarat) – 380013.
Tel. No.: 079-27438531, Fax : 079-27438371
Website : www.mca.gov in E-mail : roc.ahmedabad@mca.gov.in
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES, GUJARAT, DADRA & NAGAR HAVELI
No. ROC-GJ/2022/ Shrinidhi /ADJ. ORDER/Sec.12/ 6354 To 52 Dated: 26 DEC 2022
ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICTION OF PENALTIES) RULES, 2014 and COMPANIES (ADJUDICATION OF PENALTIES) AMENDMENT RULES, 2019 FOR VIOLATION OF SECTION 117(1) OF THE COMPANIES ACT, 2013
In the matter of M/S. SHRINIDHI SAFE VAULT PRIVATE LIMITED
(U74999GJ1991PTC016239)
Date of hearing- 25.11.2022
Appointment of Adjudication Authority:‑
1. The Ministry of Corporate Affairs vide its Gazette Notification No. A42011/112/2014-Ad.II dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred under section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 (Notification No. GSR 254(E) dated 03.2014) for adjudging penalties under the provisions of Act.
Company:
2. Whereas, M/s. SHRINIDHI SAFE VAULT PVT LTD (herein after referred to as “company”) is a company having its Registered office situated at Basement SY 6/2152-2153, Sahjanand Chamber, Pipla Sheri, Mahidhar pura, Surat, Gujarat, 395003, India. registered under the provisions of the Companies Act, 1956 (hereinafter referred to as “Act”) in the state of Gujarat as per MCA website.
Fact about of the case:
3. Whereas, the company has filed e-form MGT-14 for Alternation of Articles of Association by incorporating provisions such as Conversion of Loan into Equity Shares vide SRN T17954041 dated 06.05.2022 in respect of Shareholders approval of the members of the company on 20.02.2022 by delay of 45 days.
4. And whereas, as per provision of section 117(2) of the Companies Act, 2013, if the company fails to file resolution pursuant to section 117 (1) of the Companies Act, 2013 then such 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 after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company, if any, 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 after the first during which such failure continues, subject to a maximum of fifty thousand however, the company has filed the e-form MGT-14 regarding the filing of resolution after delay of 45 days. Hence the company and every officer of the company shall be liable for penalty as per provision of section 117(2) of the Companies Act, 2013.
Adjudication Notice, reply and personal Hearing:-
5. An Adjudication Notice vide No. ROC/GUJ/04-128398/SEC.454(2)/5586 dated 11.2022 were issued to the company and its officers in default for violation of Section 117(1) of the Act. But, no reply received from the company/directors till date.
6. None of the representative of the company or directors have neither furnished their suitable reply nor appeared on the date of hearing fixed by this Hence as per Rule 3(8) of the Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of representative of company/director of company.
7. Under the above circumstances, the undersigned has reasonable cause to believe that the company and its officers have failed to comply with the provisions of section 117(1) of the Companies Act, 2013. Thus, making the company and its directors are liable to penalty as per Section 117(2) of the Companies Act, 2013.
ORDER:
8. While adjudging quantum of penalty under section 12(8) of the Act, the Adjudicating Officer shall have due regard to the following factors, namely;
a. The amount of disproportionate gain or unfair advantage, whenever quantifiable, made as a result of default.
b. The amount of loss caused to an investor or group of investors as a result of the
c. The repetitive nature of
9. With regard to the above factors to be considered while determining the quantum of penalty, it is noted that the disproportionate gain or unfair advantage made by the notice or loss caused to the investor as a result of the delay on the part of the notice to redress the investor grievance are not available on the record. Further, it may also be added that it is difficult to quantify the unfair advantage made by the notice or the loss caused to the investors in a default of this nature.
10. Having considered the facts and circumstances of the case and after taking into accounts the factors above, the undersigned has reasonable cause to believe that the company and its officers have failed to as per the requirement of Section 117(1) of the Companies Act, 2013.. I hereby imposed a penalty on company and Directors considering the company being a small company as per table below for violation of section 117(1) of the Companies Act, 2013. I am of the opinion that penalty is commensurate with the aforesaid failure committed by the Notices:
| Penalty imposed on company/Director |
Amount of Penalty (In Rs.) | Total (In Rs.) | Penalty imposed as per section 446(B)
_ |
| M/s. SHRINIDHI SAFE VAULT PVT LTD | 10000+45*100=14,500/- | 14,500/- | 7250/‑ |
| VANUBHAI NAGJIBHAI SUTARIYA | 10000+45*100=14,500/- | 14,500/- | 7250/‑ |
| HITESHKUMAR BHIKHABHAI SUTARIYA, DIRECTOR | 10000+45*100=14,500/- | 14,500/- | 7250/- |
| HARDIK VANMALIBHAI SUTARIA, DIRECTOR | 10000+45*100=14,500/- | 14,500/- | 7250/- |
| Total | 58000/ | 58000/ | 29000/ |
11. The notice shall pay the amount of penalty individually for the company and its directors (out of own pocket) by way of e-payment (available on Ministry website www.mca.gov.in) under “Pay miscellaneous fees” category in MCA fee and payment Services within 90 (ninety) days of this order and the Challan/SRN generated after payment of penalty through online mode shall be
12. Appeal if any against this order may be filed in writing with the Regional Director, North Western Region, Ministry of Corporate Affairs, ROC BHAVAN, OPP. RUPAL PARK, NR. ANKUR BUS STAND, NARANAPURA, AHMEDABAD (GUJARAT)-380013 within a period of sixty days from the date of receipt of
13. this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by the certified copy of this order. [Section 454 of the Companies Act, 2013 read with the Companies (Adjudicating of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 20191.
14. Please note that as per the provisions of Section 454(8) (i) of the Companies Act, 2013, where company does not pay the penalty imposed by the Adjudicating Officer or the Regional Director within a period of Ninety days (90 days) from the date of the receipt of the copy of order, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakhs rupees. Further as per of Section 454(8) (ii) of the Companies Act, 2013, where an officer of a company who in default does not pay the penalty within a period of Ninety days (90days) from the date of receipt of the copy of the order, such officer 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.
15. Your attention is also invited to section 454(8) of the Act in the event of noncompliance of this order which provides that in case of default in payment of penalty, prosecution will be filed u/s 454(8)(ii) of the Companies Act, 2013 at your own costs without any further notice.
The adjudication notice stands disposed of with this order.
R.C. Mishra (ICLS)
Registrar of Companies & Adjudicating Officer
Gujarat, Dadra & Nagar Haveli
R.C. Mishra (ICLS)
Registrar of Companies & Adjudicating Officer
Gujarat, Dadra & Nagar Haveli
O/C
23/12/2022
