The Ministry of Corporate Affairs has taken strict action against IREO WATERFRONT PRIVATE LIMITED for non-compliance with filing requirements under the Companies Act, 2013. This article explores the details of the case and the penalties imposed.
The company failed to file its annual return and financial statements for the financial year ended on 31.03.2021, violating sections 92(4) and 137(3) of the Act. Despite receiving show cause notices and reminders, no response was received from the company or its officers.
The penalties imposed include a fine of Rs. 35,700 for each violation, with additional penalties for continuing failure. The total penalty amounts to Rs. 74,400 for the company and each director in default.
Non-compliance with filing requirements under the Companies Act, 2013 can lead to significant penalties. Companies must ensure timely submission of annual returns and financial statements to avoid legal repercussions. The case of IREO WATERFRONT PRIVATE LIMITED serves as a reminder of the importance of regulatory compliance in corporate governance.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019
Order for Penalty for violation of section 92(4) and Section 137(3) of the Companies Act, 2013 in the matter of
IREO WATERFRONT PRIVATE LIMITED
(U70100DL2006FTC146233)
Adjudication in respect of violation of Companies Act, 2013.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad. II, dated 24.03.2015 (See SO 831(E), dated 24.03.2015) appointed Registrar of Companies, NCT of Delhi & Haryana as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company:
IREO WATERFRONT PRIVATE LIMITED (herein after known as ‘company’) has been incorporated on 13.02.2006 and having its registered office as per MCA21 Register address at C-4, 1ST Floor, Malviya Nagar, New Delhi, South Delhi, 110017, India. The financial & other details of the subject company for immediately preceding F.Y 2019-20. as available on MCA-21 portal is stated as under:
| S. No. |
Particulars | Details |
| 1. | Paid up capital (As per Master Data) | Rs. 1,30,52,33,960/- |
| 2. | Turnover | Rs. 21,44,25,727 |
| 3. | Holding Company | Yes (Skylith Ltd) |
| 4. | Subsidiary Company | Yes (Ireo Waterfront Clubs Private Limited) |
| 5. | Whether company registered under Section 8 of the Act? | No |
| 6. | Whether company registered under any other special Act? | No |
3. Facts about the Case: –
I. Whereas, it has been observed from e-records of the company maintained in MCA-21 Registry that the company has not filed its due Annual Return for the Financial year ended on 31.03.2021 and Financial Statement for the Financial Year ended on 31.03.21 as required under the provisions of section 92(4) and section 137(1)/(2) of the Act, respectively so far.
II. In terms of the provisions of section 92(5) and 137(3) r/w 454 of the Act, this office issued Show Cause Notices (SCN) vide no. No. ROC/D/Adj/2022/Section 92&137/IRE0/5996-5998 dated 13.10.2022 to the Company and officers in default.
III. Neither the company nor directors/officers of the company submitted any reply to the SCN of this office. A reminder was also sent vide email dated 30.05.2023 to the company and no reply has been received till date.
IV. Taking into account the facts of the case, it is noted that there is violation of section 92 and 137 for the Financial Year ended on 31.03.2021.
4. The relevant provision of the Act are as under:
Section 92 (Annual Return)
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(4) “Every company shall file with the Registry a copy of the Annual Return, with sixty days from the date on which the Annual General Meeting is held or where n Annual General Meeting is held in any year within sixty days from the date on which the Annual General Meeting should have been held together with the statement specifying the reasons for not holding the Annual General Meeting, with such fees or additional fees as may be prescribed.”
(5) “If a company fails to file its annual return under sub section (4), before the expiry of the period specified therein, such company and its every officer who is in default 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 in case of a company and fifty thousand rupees in case of an officer who is in default.” (w.e.f. 21.12.2020)
Section 137 (Copy of financial statement to be filed with Registrar)
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(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 ten thousand rupees and in case of continuing failure, with a further penalty on 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 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.” (w.e.f. 21.12.20201
5. Adjudication of penalty: –
I. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Companies Act, 2013. Hence, the benefit of section 446B would not be applicable on the company.
II. The company and its directors in default have not filed their due Annual Returns and Financial Statements pursuant to sub-section (4) of section 92 and sub-section (1) of section 137 of the Companies Act, 2013 respectively for the financial year ended on 31.03.2021, thereby making themselves liable for penal provisions under section (5) of section 92 and sub section (3) of section 137 of the Companies Act, 2013, respectively.
III. Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and no reply submitted by the noticee(s) (despite the reminder) in response to the notice issued vide ROC/D/Adj/2022/Section 92&137/IRE0/5996-5998, I hereby impose penalty on the company and its officers in default for violation of section 92(5) & 137(3) of the Companies Act, 2013 as under:-
A. Penalty under section 92 of the Act.
Table-1
| Violation section |
Penalty imposed on company/ director(s) | No. of days of default |
Calculation for penalty amount (In Rs.) |
Maximum penalty can be imposed (In Rs.) |
Penalty imposed the adjudication officer u/s 454 Companies Act (In Rs.) by of |
| A | B | C | D | E | F |
| Annual Return u/s 92(4) of the Act for FY ended on 31.03.2021 | On company | 257* | 10,000+100×257 =35,700/- | 2,00,000 | 35,700/- |
| Mr. Bhupesh Bansal | 257* | 10,000+100×257 =35,700/- | 50,000 | 35,700/- | |
| Mr. Mahesh Kumar Singh | 257* | 10,000+100×257 =35,700/- | 50,000 | 35,700/- |
*No. of days have been calculated from 30.01.2022 till 13.10.2022 (date of issue of SCN)
B. Penalty under section 137 of the Act.
Table-2
|
Violation |
Penalty imposed on company/ director(s) |
No. of days of default |
Calculation for penalty amount (In Rs.) |
Maximum penalty can be imposed (In Rs.) |
Penalty imposed the adjudication officer u/s 454 Companies Act (In Rs.) by of |
| A | B | C | D | E | F |
| Financial Statement u/s137(1) of the Act for the FY ended on 31.03.2021 |
On company | 287* | 10,000+100)(287 =38,700/- | 2,00,000 | 38,700/- |
| Mr. Bhupesh Bansal | 287* | 10,000+100×287 =38,700/- | 50,000 | 38,700/- | |
| Mr. Mahesh Kumar Singh | 287* | 10,000+100×287 =38,700/- | 50,000 | 38,700/- |
*No. of days have been calculated from 31.12.2021 till 17.10.2022 (date of issue of SCN)
Consolidated amount of penalty in view of Tables 1 & 2 above.
Table 3
| Penalty imposed on company/ director(s) | Consolidated Penalty amount (In Rs.) |
| On company | 35,700 + 38,700 = 74,400/- |
| Mr. Bhupesh Bansal | 35,700 + 38,700 = 74,400/- |
| Mr. Mahesh Kumar Singh | 35,700 + 38,700 = 74,400/- |
6. Order:
a. Names of parties as mentioned in the table 3 above are hereby directed to pay the requisite penalty amount as per the above Table. In case of parties other than company, such amount is required to be paid out of their own funds.
b. Further, company is hereby directed to file Annual Return and Financial Statement for FY 2020-21 on MCA portal.
c. The said amount of penalty shall be paid through online by using the website mca.gov.in (Misc. head) in favor 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.
d. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran 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].
e. Your attention is also invited to section 454(8) of the Act in the event of noncompliance of this order.
Place: New Delhi
(Pranay Chaturvedi)
(Adjudicating Officer)
Registrar of Companies,
NCT of Delhi & Haryana
ROC/D/Adj/2022/Section 92&137/ IREO /519-522
Date: 05/02/2024
Copy to: –
1. The Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, P . Deendayal Upadhyay Bhawan, CGO Complex, Lodhi Road, New Delhi-110003, for information please.
2. Office Copy
