The Ministry of Corporate Affairs (MCA) has imposed penalties on Precious Milestone Private Limited and its directors for failing to timely file e-Form MGT-6 with the Registrar of Companies. Under Section 89(6) of the Companies Act, 2013, and Rule 9(3) of the Companies (Management and Administration) Rules, 2014, companies must file this form within 30 days of receiving declarations. Precious Milestone Pvt Ltd missed this deadline, resulting in a penalty of ₹37,000 for the company and the same amount each for the directors, Rajendra Agrawal and Rajesh Jain, totaling ₹1,11,000. The company cited technical issues with the MCA e-filing portal as the reason for the delay. Despite this, the adjudicating officer found the penalty appropriate and ordered payment within 90 days. Failure to comply could lead to further fines or imprisonment. Appeals 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. Precious Milestone Private Limited, Company
D-44A, Bhagat Singh Marg, C-Scheme, Jaipur, Rajasthan- 302001.
02. Shri Rajendra Agrawal, Director
03. Shri Rajesh Jain, Director
….. Respondents
Date of hearing — 14.08.2024
Present: –
01. Shri Ruvit Kumar, ROC-Cum-OL, Rajasthan, Jaipur
02. Shri Raunak Agrawal, AROC-cum-AOL, Rajasthan, Jaipur
03. Shri Vikram Kumar, Practicing Chartered Accountant 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 Precious Milestone Private Limited (CIN U3610011_12013PTC044654) is registered with this office under the provisions of Companies Act, 2013 and having its registered office at D-44A, Bhagat Singh Marg, C-Scheme, Jaipur, Rajasthan-302001.
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-C-ompanies-.(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 The Oasis Prime Projects (India) Private Limited i.e. Holding Company/ Beneficial Owner.
Further, in the instant case, Shri Rajendra Agrawal is a Registered Owner as he is holding a share in the company on behalf of the Holding Company i.e. The Oasis Prime Projects (India) Private Limited.
> It is further observed from the e-Form MGT-6 filed by the Respondent Company vide SRN F08856080 dated 24.06.2022 that the above Beneficial Owner and Registered Owner have furnished their declaration(s) dated 18.04.2022 to the Respondent 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.
Further, the Respondent Company was also required to file the above declaration(s) with Registrar in e-Form MGT-6 on or before 17.05.2022 pursuant to section 89(6) of the Companies Act, 2013 and Rule 9(3) of the Companies (Management and Administration) Rules, 2014. However, the Respondent Company has filed the same with Registrar on 24.06.2022 vide SRN F08856080 in e-From MGT-6 with a delay.
> Therefore, this office has issued a Show Cause Notice dated 07.05.2024 to the Respondent Company and its officer’s in default and directed them to furnish their replies in the matter within 15 days from the date of notice.
In this regard, the Respondent Company has furnished its reply received to this office on 24.07.2024 stating that the delay in filing of e-Form MGT-6 was unintentional and without any malafide intent as the e-filing portal of the MCA was not functioning properly during the delay period.
The reply furnished by this Respondent Company has been examined by this office and observed that the Respondent Company has filed e-Form MGT-6 with Registrar with a delay and violated the provision 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 01.08.2024 to the Respondent Company and its officer’s in default and fixed a date of hearing in the matter on 21.08.2024.
In this regard, the Authorized Representative of the Respondents vide letter dated 14.08.2024 requested Competent Authority to hear the matter on 14.08.2024. The above request has been considered by the Competent Authority.
Further, at the time of hearing, Shri Vikram Kumar, Practising Chartered Accountant and Authorised representative of the Respondents has appeared in the matter 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 Companies Act, 2013 and Rules made thereunder |
Name of company/ persons on whom penalty imposed |
No. of defaulting days |
Total default amount On 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 | Precious Milestone Private Limited | 37 | 1,000/-*37 37,000/- | 5,00,000 | 37,000 |
| Shri Rajendra Agrawal | 1,000/-*37= 37,000/- | 2,00,000 | 37,000 | |||
| Shri Rajesh Jain | 1,000/-*37= 37,000/- | 2,00,000 | 37,000/- | |||
| Grand Total | 1,11,000 | |||||
| That the number of days calculated from 18.05.2022 to 23.06.2022. | ||||||
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. The said amount of penalty shall be paid through online by using the website www.mca.gov.in (Misc. head) in favour of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
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 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)(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 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. Precious Milestone Private Limited at D-44A, Bhagat Singh Marg, C-Scheme, Jaipur, Rajasthan- 302001.
II. Shri Rajendra Agrawal.
III. Shri Rajesh Jain.
IV. Regional Director, NWR, Ministry of Corporate Affairs, Ahmedabad at ROC Bhavan, Opp. Rupai 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
Signed on this 16th August 2024.
Place: Jaipur, Rajasthan.
File No. ROCJP/SCN/Sec 89/2024-25/1421
Date: – 14-08-2024
