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Introduction: The Ministry of Corporate Affairs, Government of India, conducted adjudication proceedings against Budhimai India Contractors Company Private Limited for violations of the Companies Act, 2013. This article delves into the details of the case, the penalties imposed, and the implications for the company and its directors.

Detailed Analysis: The case against Budhimai India Contractors arose from its failure to file annual returns and balance sheets for multiple financial years, as mandated by the Companies Act, 2013. Despite receiving notices and opportunities to explain their defaults, the company and its officers failed to attend hearings or provide satisfactory justifications.

As a result, penalties were levied on the company and its directors, Pradeep Sharma and Anupama Sharma, for each year of default. The penalties were calculated based on the number of days of default and the provisions of Section 137(3) of the Companies Act. Additionally, the penalties imposed were subject to maximum limits set by the Act.

The adjudicating officer, Mr. Mukesh Kumar Soni, Registrar of Companies, Madhya Pradesh, Gwalior, emphasized the seriousness of the violations and the need for compliance with regulatory requirements. He directed the company to remit the penalty amounts through the Ministry of Corporate Affairs portal within a specified timeframe.

Furthermore, the order highlighted the provisions for appealing against the adjudication decision and outlined the consequences of non-compliance, including additional fines and potential imprisonment for officers in default.

Conclusion: The adjudication proceedings against Budhimai India Contractors underscore the importance of adherence to legal and regulatory obligations under the Companies Act, 2013. The penalties imposed serve as a reminder to companies and their officers of the consequences of non-compliance and the need for timely and accurate filing of statutory documents. Compliance with regulatory requirements is essential for maintaining transparency, accountability, and the integrity of the corporate ecosystem in India.

*****

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
Office of The Registrar of Companies, Madhya Pradesh
Sanjay Complex, ‘A Block, 3 Floor,
Jayendraganj, Gwalior — 474009.
E-mail: roc.gwalior@mca.gov.in

Order No. ROC-G/Adj. Pen./u/s. 137(1)/Budhimai/4018 Dated: Dated: 22 MAR 2024

1. M/s. Budhimai India Contractors Company Private Limited, House No. 205, Peptech City, Sohawal, Satna 485001, M.P.
2. Pradeep Sharma S/o. Sh. Krishna Narayan Sharma, director
3. Anupama Sharma D/o. Sh. Naval Kishore Dubey, additional director
4. Regional Director, North-Western Region, Ministry of Corporate Affairs, Ahmedabad (Gujarat).
5. E-governance cell for uploading the documents.

In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under sub-section (1) of Section 137 of the
Companies Act, 2013.
And
In the matter of M/s. Budhimai India Contractors Private Limited
(CIN- U74120MP2014PTC032439)

Date of hearing 21st March, 2024

Appointment of adjudicating officer:

1. Ministry of Corporate Affairs vide its Gazette Notification No. A­42011/ 112/2014-Ad.II dated 24.03.2015 appointed undersigned as adjudicating officer in exercise of the powers conferred by Section 454 of the Companies Act, 2013 (hereinafter known as “Act” ) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudicating penalties under the provisions of this Act.

Company:

2. Whereas company Budhimai India Contractors Company Private Limited (CIN-U74120MP2014PTC032439) [herein after known as company] is a registered company with this office under the provisions of Companies Act, 2013 having its registered office situated at House No. 205, Peptech City Sohawal, Satna 485001, M.P., as per the MCA website.

Sl.
No.
Particulars Details
1. Paid-up capital (F.Y. 2015-16) 1,00,000
2. Turnover
a.    Revenue from operation 2,00,000
b.   Other income 0
3. Holding company NO
4. Subsidiary company NO
5. Whether company registered under Section 8 NO
6. Whether company registered under NO
any other Special Act

Facts about the case:

3. Whereas the National Company Law Tribunal, Indore Bench vide its order dated 19.10.2023 passed in Company Petition No. 17/2023, has ordered that the restoration of the company’s name to the Register of the Registrar of Companies is ordered subject to its filing of all outstanding documents with proper filing fees along with additional frees required under law and competition of all formalities including payment of any late fee. In view of the above and information available on MCA21 data base, the status of the company has been changed from Struck-off to Active. But the company has not filed its balance sheet for the financial year from 16-17 to 17-18 and from 2018-19 to 2022­23 under Section 137(1) of the Companies Act, 2013. Hence, it appears that company and its officers in defaults has violated the provisions of Section 137(1) of the Companies Act, 2013 and are liable for penal action u/s. 137(3) of the Companies Act, 2013 for financial year 2018­19 to 2022-23.

4. Subsequently, this office had issued show cause notice U/s. 137(1) to the company and its officers in default vide No. ROC-G/Adj.Pen./u/s. 137(1) /Budhimai/ 3564 to 3566 dated 06.02.2024.

5. In response of notice dated 06.02.2024, the office has received a letter dated 12.02.2024 from the company therein they have stated that “directors of the company have proper carrying out the business and continue comply all the statutory rules and regulation related to companies Act and other applicable law as time to time. They have also prepared all annual return and audited balance sheet of last pending year, due non-availability of business in market & financial crunch of fund, company running on loss. Company belongs to small town city and there is lack of business in small town now they arranging fund to file all the annual returns till date 31.03.2024 and had requested to adjudicating officer for waiving penalty & relaxation on period of filing and allow for last 3 years”.

6. Thereafter, “Notices of Inquiry” vide No. ROC-G/Adj. Pen./u/s. 137(1)/Budhimai/ 3861 to 3863 dated 06.03.2024 were issued to the company and its officers in default. As per [Rule 3(3), companies (Adjudication of Penalties) Rules, 2014 and the date of hearing was fixed son 21.03.2024 at 3.00 P.M. P.M. in the office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A-Block, 3rd Floor, Jayendraganj, Gwalior.

7. As per information available on MCA21 data base, the company has not filed its annual return for the period from 2018-19 to 2022-23.

8. On the date of hearing i.e. 21.03.2024, no person or representative of the company has attended the hearing.

9. Order:

Having considered the facts and circumstances of the case and after taking into account the factors above and letter dated 06.02.2024 and 06.03.2024 issued by ROC, Gwalior, it is concluded that the company is liable for penalty as prescribed under Section 137(3) of the Act for the financial year 2018-19 to 2022-23 viz. Budhimai India Contractors Company Private Limited, in terms of Section 137(1) of the Act.

10. Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 3 of section 137 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:

Financial Period No. of days of
defaults
year
201849 29.10.2019 to 21.03.2024 1604
2019-20 29.10.2020 to 21.03.2024 1239
2020-21 29.10.2021 to 21.03.2024 874
2021-22 29.10.2022 to 21.03.2024 509
2022-23 29.10.2023 to 21.03.2024 144

(Penalty amount for Balance Sheet u/s. 137 for financial year 2018-19)

Nature of default Relevant section under the Companies Act, 2013 Name of persons on whom penalty is imposed No. of days of default Total penalty    as per Section 137(3) Penalty imposed Penalty imposed as per Section 446B
Non- filing of annual return S. 137(1) On company 1604 Rs. 10,000/-+ (100×1604) Rs. 1,70,400/–. Maximum penalty
Rs. 2,00,000/-
Rs. 1,70,400 85,200/-
Pradeep
Sharma
1604 Rs. 10,000/-+ (100×1604) Rs. 170,400/-. Maximum penalty
Rs. 50,000/-
Rs. 50,000/- 25,000/-
Anupama
Sharma
1604 Rs. 10,000/-+ (100×1604) Rs.1,70,400 /-. Maximum penalty
Rs. 50,000/-.
Rs.50,000/- 25,000/-

Penalty amount for Balance Sheet u/s. 137 for financial year 2019-20)

Nature of default Relevant section under the Companies Act, 2013 Name of persons on whom penalty is imposed No. of days of default Total penalty    as per Section 137(3) Penalty imposed Penalty imposed as per Section 446B
Non- filing of annual return S. 137(1) On company 1239 Rs. 10,000/-+ (100×1239) Rs. 1,33,900/-. Maximum penalty
Rs. 2,00,000/-
Rs. 1,33,900 66,950/-
Pradeep
Sharma
1239 Rs. 10,000/-+ (100×1239) Rs. 1,33,900/-. Maximum penalty
Rs. 50,000/-
Rs. 50,000/- 25,000/-
Anupama
Sharma
1239 Rs. 10,000/-+ (100×1239) Rs.1,33,900/-. Maximum penalty
Rs. 50,000/-
Rs.50,000/- 25,000/-

(Penalty amount for Balance Sheet u/s. 137 for financial year 2020-21)

Nature of default Relevant section under the Companies Act, 2013 Name of persons    on whom penalty is imposed No. of days of default Total penalty as per Section 137(3) Penalty imposed Penalty imposed as per Section 446B
Non- filing of annual return S. 137(1) On company 874 Rs. 10,000/-+ (100×874) Rs. 97,400/-. Maximum penalty
Rs. 2,00,000/-
Rs. 97,400/- 48,700/-
Pradeep Sharma 874 Rs. 10,000/-+ (100×874) Rs. 97,400/-. Maximum penalty
Rs. 50,000/-
Rs. 50,000/- 25,000/-
Anupama Sharma 874 Rs. 10,000/-+ (100×874) Rs.97,400/-. Maximum penalty
Rs. 50,000/-
Rs.50,000/- 25,000/-

(Penalty amount for Balance Sheet u/s. 137 for financial year 2021-22)

Nature of default Relevant section under the Companies Act, 2013 Name of persons on whom penalty is imposed No. of days of default Total penalty as per Section 137(3) Penalty imposed Penalty imposed as per Section 446B
Non- filing of annual return S. 137(1) On company 509 Rs.  10,000/-+ (100×509) Rs. 60,900/-. Maximum penalty
Rs. 2,00,000/-
Rs. 60,900/- 30,450/-
Pradeep Sharma 509 Rs.  10,000/-+ (100×509) Rs. 60,900/-. Maximum penalty
Rs. 50,000/-
Rs. 50,000/- 25,000/-
Anupama Sharma 509 Rs.  10,000/-+ (100×509) Rs.60,900/-. Maximum penalty
Rs. 50,000/-
Rs.50,000/- 25,000/-

(Penalty amount for Balance Sheet u/s. 137 for financial year 2022-23)

Nature of default

Relevant section under the Companies Act, 2013 Name of persons on whom penalty is imposed No. of days of default Total penalty as per Section 92(5) Penalty imposed Penalty imposed as per
Section 446B
Non- filing of annual return S. 92(4) On company 144 Rs.  10,000/-+ (100×144) Rs.24,400/-. Maximum penalty
Rs. 2,00,000/-
Rs. 24,400/- 12,200/-
Pradeep Sharma 144 Rs. 10,000/-+ (100×144) Rs. 24,400/-. Maximum penalty
Rs. 50,000/-
Rs.24,400/- 12,200/-
Anupama Sharma 144 Rs.  10,000/-+ (100×144) Rs. 24,400/-. Maximum penalty
Rs. 50,000/-
Rs. 24,400/- 12,200/-

11. I am of this opinion that penalty is commensurate with the aforesaid failure committed by the notice 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.

12. The penalty amount shall be remitted by the company through MCA21 portal within 60 days from the date of order. The company needs to file INC-28 as per the provisions of the act attaching the copy of adjudication order alongwith payment challans.

13. Any person aggrieved by the order of adjudicating authority under Section 3 of Section 454 may prefer an appeal to the Regional Director having jurisdiction in the matter.

14. Every appeal under sub-section (5) of section 454 shall be filed within 60 days from the date on which the copy or order made by the adjudicating authority is received by the aggrieved person and shall be in such form, manner and be accompanied by such fee as may be prescribed.

15. As per Section 454(8) (i) where a company fails to comply with the order made under sub-section (3) or sub-section (7) as the case may be within a period of 90 days from the date of receipt of the copy of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand but which may extend to five lakh rupees.

16. Where an officer of a company or any other person who is in default fails to comply with the order made under sub­section (3) or sub-section (7) as the case may be within a period of 90 days from the date of receipt of the order such officer shall be punishable with imprisonment which may extend to six months or with the fine which shall not be less than twenty five thousands rupees but which may extend to one lakh or with both.

17. This order is without prejudice to the rights available to this office to initiate separate action including but not limited to the penal actions for contraventions of related, incidental and/or continuing offences/contraventions.

18. In terms of the provisions of sub-rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 copy of the order is being sent to M/s. Budhimai India Contractors Company Private Limited, House No. 205, Peptech City, Sohawal, Satna 485001, M.P., Sh. Pradeep Sharma. S/o. Sh. Krishna Narayan Sharma, director (DIN- 00376917), Makan No. 205, Panna Road, Raghurajnagar 485441, M.P., Anupama Sharma D/o. Sh. Naval Kishore Dubey, additional director (DIN- 07762882), Makan No. 205, Panna Road, Peptech, Sohanwal 485001, M.P., Regional Director, North-Western Region, Ministry of Corporate Affairs, Ahmedabad (Gujarat), and E-governance cell for uploading the documents on MCA website.

The adjudication notice stand disposed off with this order.

(Mukesh Kumar Soni, ICLS)
Registrar of Companies,
Madhya Pradesh, Gwalior.

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