The Registrar of Companies, Jaipur, issued an order imposing penalties on RGPL Commodities Private Limited and its key officers for non-compliance with Section 89(6) of the Companies Act, 2013. The company, a wholly-owned subsidiary of Rajasthan Gum Private Limited, failed to timely file e-Form MGT-6, which records beneficial ownership of shares, with the Registrar of Companies. Despite receiving the necessary declarations on December 31, 2016, the company delayed the filing until May 16, 2024. This delay resulted in penalties amounting to ₹13,00,000, with a maximum penalty of ₹5,00,000 imposed on the company and ₹2,00,000 on each defaulting officer, including directors and the CEO. The officers in default failed to appear for the initial hearing but later requested a minimum penalty, citing corrective actions taken. The penalty must be paid through the Ministry of Corporate Affairs portal, and non-payment could result in further fines or imprisonment. An appeal against this order can be filed with the Regional Director within 60 days.
GOVERNMEN OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES CUM OFFICIAL LIQUDIAOTR,
ATTACHED TO RAJASTHAN HIGH COURT, JAIPUR BENCH AT JAIPUR
CORPORATE BHAWAN, G/6-7, RESIDENCY AREA, CIVIL LINES, JAIPUR- 302001
ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICTION OF PENALTIES) RULES, 2014 AND COMPANIES (ADJUDICATON OF PENALTIES) AMENDEMENT RULES, 2015 FOR THE VIOLATION OF SECTION 89(6) OF COMPANIES ACT, 2013 READ WITH RULE 9(3) OF COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 IN THE MATTER OF: –
01. RGPL Commodities Private Limited, Company
Plot No. E-8-9, G-234-236 & SP-6, Agro Food Park, Boranada, Jodhpur, Rajasthan- 342012.
02.Shri Satya Narayan Dhoot, Director
03.Shri Dinesh Dhoot, Director
04.Shri Anish Dhoot, Director
05.Shri Bheru Jain, CEO(KMP) …… Respondents
Date of hearing — 02.07.2024
Present: –
01. Shri Ruvit Kumar, ROC-Cum-OL, Rajasthan, Jaipur
02. Shri Raunak Agrawal, AROC-cum-AOL, Rajasthan, Jaipur
03. Mohit Singhvi, Advocate and authorized representative of the respondents.
ADJUDICATION ORDER
1. Appointment of Adjudicating Officer: –
WHEREAS the Ministry of Corporate Affairs vide its Gazette Notification No. SO 831 (E) dated 24.03.2015 appointed the Registrar of Companies/undersigned as Adjudicating Officer in exercise of the Power conferred by Section 454 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014. The Registrar of Companies vide the Companies (Amendment) Act, 2019 is entrusted with power to adjudicate penalty as provided under Section 89(7) of the Companies Act, 2013.
2. Respondent Company:
WHERAS RGPL Commodities Private Limited (CIN U74110RJ2016PTC056456) is registered with this office under the provisions of Companies Act, 2013 and having its registered office at Plot No. E-8-9, G-234-236 & SP-6, Agro Food Park, Boranada, Jodhpur, Rajasthan- 342012.
3. Relevant provisions of the Companies Act, 2013: –
WHEREAS as per the provision of section 89(6) of the Companies Act, 2013 “where any declaration under this section is made to a company, the company shall make a note of such declaration in the register concerned and shall file, within thirty days from the date of receipt of declaration by it, a return in the prescribed form with the Registrar in respect of such declaration with such fees or additional fees as my be prescribed.”
WHEREAS as per provision of Rule 9(3) of the Companies (Management and Administration) Rules, 2014 “where any declaration under section 89 is received by the company, the company, shall make a note of such declaration in the register of members and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form No. MGT-6 with the Registrar in respect of such declaration with fee.”
WHERAS as per provision of section 89(7) of the Companies Act, 2013 “if a company, required to file a return under sub-section (6), fails to do so before the expiry of the time specified therein, the company and every officer of the company who is in default shall be liable to a penalty of one thousand rupees for each day during which such failure continues, subject to a maximum of five lakh rupees in the case of a company and two lakh rupees in case of an officer who is in default.”
4. Facts of the Case:
- That it has been observed from the list of the shareholders of the company that the company is a Wholly Owned Subsidiary of another company namely Rajasthan Gum Private Limited i.e. Holding Company/ Beneficial Owner.
Further, in the instant case, Shri Bheru Jain, Shri Dinesh Dhoot, Shri Anish Dhoot and Shri Satya Narayan Dhoot are the Registered Owner(s) as they are holding shares in the company on behalf of the Holding Company i.e. Rajasthan Gum Private Limited.
- Further, the above Beneficial Owner and Registered Owner(s) were required to furnish their declaration(s) to the company in Form No. MGT-4 and MGT-5 respectively pursuant to section 89(1) and 89(2) of the Companies Act, 2013 and Rules made thereunder.
Thereafter, the company was also required to file the above declaration(s) with Registrar in e-Form MGT-6 pursuant to section 89(6) of the Companies Act, 2013 and Rule 9(3) of the Companies (Management and Administration) Rules, 2014.
- That it has been further observed from the available records of the company with MCA Portal that the company has not filed e-Form MGT-6 with Registrar pursuant to section 89(6) of the Companies Act, 2013 read with Rule 9(3) of the Companies (Management and Administration) Rules, 2014. Therefore, this office has issued a Show Cause Notice to the company, its officer’s in default, Registered Owner(s) and Beneficial Owner for violation of section 89 of the Companies Act, 2013 and Rule 9 of the Companies (Management and Administration) Rules, 2014 and directed them to furnish their replies in the matter within 15 days from the date of notice.
- In this regard, the company has furnished its reply vide letter dated 17.05.2024 stating that the company has filed e-Form MGT-6 with Registrar vide SRN F95544599 dated 16.05.2024.
The reply furnished by this company has been examined by this office and observed that the company has received the declaration(s) from the above Beneficial Owner and Registered Owner(s) on 31.12.2016. The above declaration(s) were required to be filed by the company with Registrar in e-Form MGT-6 on or before 30.01.2017 pursuant to section 89(6) of the Companies Act, 2013 read with Rule 9(3) of the Companies (Management and Administration) Rules, 2014. However, the company has filed the same with Registrar on 16.05.2024 with delay and therefore, the company and its officer’s in default have violated the provisions of section 89(6) of the Companies Act, 2013 read with Rule 9(3) of the Companies (Management and Administration) Rules, 2014.
- In view of the above, this office has issued an Adjudication Notice dated 29.05.2024 to the company and its officer’s in default and fixed a date of hearing in the matter on 19.06.2024. However, at the time of hearing, none appeared on behalf of the company and its officer’s in default.
Therefore, the Competent Authority has decided to give another opportunity for hearing and accordingly, the matter was adjourned for hearing on 02.07.2024.
Further, at the time of hearing, Dr. Mohit Singhvi, Advocate & authorised representatives of the Respondents has appeared in the matter and submitted that the default has already been made good by the Respondents and requested Competent Authority to impose a minimum penalty in the matter.
- In view of the above facts, the undersigned has reasonable cause to believe that the provision of section 89(6) of the Companies Act, 2013 read with Rule 9(3) of the Companies (Management and Administration) Rules, 2014 have not been complied with by Respondents and therefore liable for penal action under section 89(7) of the Companies Act, 2013. Accordingly, in exercise the power of 454 (3) of the Companies Act, 2013, I am inclined to impose a penalty on the respondents, as under: –
Nature of default |
Relevant section of the
|
Name of company/ persons on whom penalty imposed |
No. of defaulting days |
Total default amount (In Rs.) |
Maximum Limit for Penalty (In Rs.) |
Final Penalty Imposed (In Rs.) |
Delay filing of e-Form MGT-6 with Registrar |
Section 89(6) of the Companies Act, 2013 read with Rule 9(3) of the Companies (Management and Administration) Rules, 2014 |
RGPL Commodities Private Limited |
2,662 |
1,000/- *2,662= 26,62,000/- |
5,00,000/- |
5,00,000/- |
Shri Satya Narayan Dhoot,
|
434 |
1,000/- 434= 4,34,000/- |
2,00,000/- |
2,00,000/- |
||
Shri Dinesh Dhoot,
|
434 |
1,000/- 434= 4,34,000/- |
2,00,000/– |
2,00,000/- |
||
Shri Anish Dhoot,
|
434 |
1,000/- 434= 4,34,000/- |
2,00,000/- |
2,00,000/- |
||
Shri Bheru Jain, CEO (KMP) [appointed on 10.04.2018] |
2,228 |
1,000/- *2,228= 22,28,000/- |
2,00,000/- |
2,00,000/- |
||
Grand Total |
13,00,000/- |
|||||
That the number of days calculated from 31.01.2017 to 15.05.2024 in case of company |
||||||
That the number of days calculated from 31.01.2017 to 09.04.2018 in case of director(s). |
||||||
That the number of days calculated from 10.04.20218 to 15.05.2024 in case of Officer’s in default i.e. CEO (KMP) namely Shri Bheru Jain. |
||||||
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Respondents 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.
5. Appeal against this order may be filed in writing with the Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad within a period of sixty days from the date of receipt of this order, in e-Form ADJ (available on Ministry website www.mca.gov.in setting forth the grounds of appeal and shall be accompanied by a certified copy of this order (section 454(5) & 454(6) of the Companies Act, 2013 read with Companies (Adjudicating of Penalties) Rules, 2014).
6. Attention is also invited to section 454(8)(1) 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 both.
7. 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 the following: –
I. RGPL Commodities Private Limited at Plot No. E-8-9, G-234-236 & SP-6, Agro Food Park, Boranada, Jodhpur, Rajasthan- 342012.
II. Shri Satya Narayan Dhoot, Director at __________.
III. Shri Dinesh Dhoot, Director at __________.
IV. Shri Anish Dhoot, Director at __________.
V. Shri Bheru Jain, CEO (KMP) at __________.
VI. Regional Director, NWR, Ministry of Corporate Affairs, Ahmedabad at ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat-380 013.
The adjudication notice stands disposed off with this order.
(RUVIT KUMAR)
ROC-cum-OL & Adjudicating officer,
Rajasthan, Jaipur
F. No : ROCJP/SCN/Sen 89/2024-25/1309
Date: 23/07/2024
