MCA Imposes penalty on Company for Belated/ non filing of Annual Return

The Ministry of Corporate Affairs (MCA) has taken stringent action against Ritesh Jewels Private Limited for its failure to file statutory annual returns, a serious violation under the Companies Act, 2013. Here’s a breakdown of the case:

Background: Ritesh Jewels Pvt. Ltd., registered in Gujarat, stands accused of neglecting to file its statutory balance sheets and relevant annual returns for the financial years ending in 2010, 2011, and 2012. Despite repeated notifications and show cause notices, neither the company nor its officers responded or rectified the default.

Adjudication Proceedings: An adjudication officer was appointed to oversee the case, and despite multiple opportunities for the company to present its defense, no satisfactory response was received. Consequently, the adjudication proceedings continued in the absence of the company’s representatives.

Penalty Imposed: Upon careful consideration of the case, the adjudicating officer levied penalties as follows:

• For the financial year 2009-10: A penalty of INR 3,00,000 was imposed on the company and its officers for the delay in filing statutory documents.
• For the financial year 2010-11: A penalty of INR 3,00,000 was imposed.
• For the financial year 2011-12: A penalty of INR 3,00,000 was imposed.

Next Steps: The company and its officers are directed to pay the penalty amount within 93 days of receiving the order. Failure to comply may result in further legal action, including fines and imprisonment, as prescribed by the Companies Act, 2013.

Appeal Process: The company has the option to appeal this decision within 60 days of receiving the order, as per the guidelines outlined by the Ministry of Corporate Affairs.

Conclusion: The penalty imposed by the MCA underscores the importance of timely compliance with statutory obligations. It serves as a warning to companies to prioritize adherence to regulatory requirements to avoid severe consequences.

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GOVERNMENT OF INDIA
MINISTRY Of CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES,
GUJARAT, DADRA & AGAR 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 : [email protected]

SPEED-POST

BEFORE THE ADJUDICATING OFFICER

REGISTRAR OF COMPANIES, GUJARAT, DADRA & NAGAR HAVELI

No. ROC-GJ/ADJ-Order/172/Sec. 454/ RITESH JEWELS/2022-23/587370-76

DATED: 13 MAR 2024

EX-PARTE ORDER IN THE MATTER OF ADJUDICATION OF PENALTY UNDER SECTION 454 (3) OF THE COMPANIES ACT 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 92(4) OF THE COMPANIES ACT, 2013 READ WITH RULES MADE THEREUNDER

IN THE MATTER OF RITESH JEWELS PRIVATE LIMITED

(U52393GJ2009PTC057924)

Date of hearing- 06.03.2024

PRESENT :

1. Shri Keerthi Thej N. (ROC), Adjudicating Officer

2. Mr. Indrajit Vania (DROC), Presenting Officer

Company/ Officers/Directors/KMP/Authorized Representative Absent

Appointment of Adjudication Authority:-

1. The Ministry of Corporate Affairs vide its Gazette Notification No. A­I 42011/112/2014-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 31.03.2014) for adjudging penalties under the provisions of Act.

Company:

2. RITESH JEWELS PRIVATE LIMITED (herein after referred to as “company”) is a company registered under the provisions of the Companies Act, 1956/2013 in the State of Gujarat on 29.08.2009, having CIN: U52393GJ2009PTC057924 and presently having its registered office situated at “SHOP NO 313 SHREE BALAJI HIGHTS B/S IDBI BANK, NEAR BODY LINE CG ROAD, ELLISBRIDGE, AHMEDABAD, GUJARAT-380006-INDIA.

Fact about of the case

3. This office vide letter No. ROC^–GJ/4/Sec.140/2021-22/5858 dated 30.11.2021 had sent report the Regional Director, NWR Ahmedabad in connection to the Directorate’s letter No. RD(NWR) Sec 140/140/2021/2092 dated 25.10.2021 citing at para 5 of the said report that the company has not filed statutory Balance Sheet for the Financial Year ended 21.03.2010, 31.03.2011 and 31.03.2012 and relevant Annual Returns. Thus, the company /Director have violated the provisions of Section 92 of the Companies Act, 2013 and the directors ate liable to disqualify as per the provisions of Section 164(2)(a) of the Companies Act, 2013 and Rules made thereunder. The Directorate vide letter RD(NWR)/Sec.140/140/2021/4331 dated 17.03.2022 followed by letter dated 27.04.2023 has issued directions to take appropriate action as per the provisions of the Companies Act, 2013 and rule made there under against the defaulting subject company and submit Action taken Report.

4. The Registrar of Companies vide the Companies (Amendment) Act, 2019 is entrusted with power to adjudicate penalty as provided under Section 92(5) of the Companies Act, 2013 w.e.f. 02.11.2018. The DGCoA vide e-mail dated 11.05.2022 has instructed that all cases filed under Companies Act, 1956 and Companies Act 2013 can be considered under In house Adjudication Penalty Mechanism (IAM). The DGCoA further directed that all cases filed under CA, 1956 and CA, 2013 can be considered for adjudication process which are now decriminalized (earlier prosecutions to be filed by Companies Amendment Act effective from 02.11.2018 and further Amendment in 2020 effective from 28.09.2020). By keeping in mind, the ease of doing business in India and in compliance to the instructions of the Ministry, the matter should be considered to take cognizance of the default committed for the financial year 2009-10, 2010-11 and 2011-12 under In house Adjudication Penalty Mechanism (IAM).

Show Cause Notice & Reply:-

5. A common Adjudication Notices were issued to the company and its directors for default bearing No. ROC-GJ/ADJ/Section 454/ RITESH JEWELS / 2023-24/1389 to 1391 dated 19.06.2023 for violation of Section 92(4) and Section 137(1) of the Companies Act, 2013 read with Rules, made thereunder. However, neither company /Directors have furnished suitable reply to the aforesaid Show cause Notice nor filed overdue statutory Annual Return within stipulated time as provided under First proviso of Sub-section 3 of Section 454 of the Companies Act, 2013. The company vide letter dated Nil received in this office on 20.07.2023 had requested to grant some further period for submission of their response till 31st July, 2023.

6. Thereafter, a “written Notice” vide No. e-mail dated 17.08.2023 were issued to the company and its officers in default in pursuant to Section 454(4) of the Companies Act, 2013 Read with Rule 3 Companies (Adjudication of Penalties) Rules, 2014 and a hearing was fixed for 01.1)9.2023, subsequently hearing date was adjourned to 20.09.2023. Mr. Manan Kuntalkumar Shah„ the representative of the Company/ Directors appeared before the Adjudicating Officer on 20.09.2023 and submitted written submission and the same has been taken on record that the company has already filed Form 20B and 22:AC and 23ACA for F.Y. 2009-10. He also submitted that for F.Y. 2010-11 and 201112, they are filing the forms but system asked to file forms in XBRL format although company is not following in the criteria of XBRL annual filing for the FY 2010-11 and 2011-12. He further requested to adjourn the hearing to next date so as enable to file the overdue statutory documents. Upon request made by the representative of the Company and in the best interest of the Companies Act, 2013, hearing subsequently reschedule on, 04.10.2023 11.10.2023, 01.11.2023 03.01.2024 03.01.2024. Final Notice for hearing sent to the mailing address of the Company and Directors on 23.02.2024 and fixed the date on 06.03.2023.

7. On the schedule date of hearing none of the representative of the company or directors have either furnished their suitable reply for filing of statutory overdue Annual Return for the financial year 2010-11 and 2011-12 under the MCA21 portal in stipulated time or have appeared on the date so fixed. Hence, Adjudication proceedings proceeded further in pursuant to Section 454₁of the Companies Act, 2013 read with sub-Rule 11 of Rule 3 of the Companies (Adjudication of Penalties) Rules 2014 in the absence of such persons.

SUBMISSION OF PRESENTING OFFICER:

8. The Presenting officer submitted that on verification of record, it is observed that the company has filed Annual Return and Balance Sheet for the financial year 2009­10 in prescribed e-form 20B and 23AC vide SRN F6425970 and F64261571 on 13.09.2023 respectively beyond 30 days after issuance of SCN u/s 454(3) of the Companies Act, 2013. He further submitted that the company has failed to file Annual Return for the Financial year 2010-11 and 2011-12 till date. The Presenting officer would submit that the matter is fit for further proceedings as the company and its Officers in default are liable for penalty under section 92(5) of the Companies Act, 2013 for belated/non-filing of Annual Return of the Company viz. RITESH JEWELS PRIVATE LIMITED for the financial Year 2009-10, 2010-11 and 2011-12.

9. In view of the facts narrated above, the company and its directors /officers, in default are liable for penalty in pursuant to Section 92(5) of the Companies Act and Rules, made thereunder.

10. The Presenting Officer further submitted that it is observed from the Annual Return for the Financial Year ended 31.03.2023, the paid-up capita of the company is Rs. 1,00,000/- and Turnover is Rs. 5,22,21,62,480.83/-. Hence, as per the Ministry’s Notification No. G.S.R. 700(E) dated 15.09.2022, in light of Companies (Specification of definition details) Amendment Rules, 2022 with respect to the provisions of Section 2(85) of the Companies Act, 2013, the Company does not fall under the ambit of “small company”. Therefore, the provisions of imposing lesser penalty as per the provisions of Section 44-613 of the Companies Act, 2913 do not apply to the company.

ORDER:

1. While adjudging quantum of penalty under 92(5) 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 default.

c. The repetitive nature of default.

2. 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 noticee 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 noticee or the loss caused to the investors in a default of this nature.

3. Having considered the facts and circumstances of the case and submissions made by the Presenting Officer and after taking into accounts the factors above, the undersigned has reasonable cause to believe that the company and its officers in default have failed to comply with the provisions of Section 92 (4) of the Companies Act, 2013. I hereby imposed penalty as under:

Default for Belated/ non filing of Annual Return 2009-10, 2010-11 and 2011-12

[Default counted from due date for filing statutory Annual Return to the date of filing or hearing as the case may be]

AO is of the opinion that penalty is commensurate with the aforesaid default committed by the Noticees:

4. The Company/Officer are further directed to rectify the default failing which this office shall be proceeded further the matter in pursuant to Section 454A of the Companies Act, 2013 for the non-compliance of the aforesaid provisions of the Companies Act, 2013.

5. The noticees shall pay the amount of penalty by way of e-payment available on Ministry website mca.gov.in under “Pay miscellaneous fees” category in MCA fee and payment Services under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 within 93 days from the date of receipt of this order and copy of this adjudication order end Challan/SRN generated after payment of penalty through online mode shall be filed in INC-28 under the MCA portal without further reference and intimation should be submitted to this office.

6. Appeal 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 this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by the certified copy of this order. [Section 454(5) & 454(6) of the Companies Act, 2013 read with the Companies (Adjudicating of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019]

7. Your 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 less than Twenty Five Thousand Rupees but which may extend to Five Lakhs 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 by which may extend to one Lakhs Rupees or with both.

The adjudication notice stands disposed of with this order.

Registrar of Companies & Adjudicating Officer
Ministry of Corporate Affairs,
Gujarat, Dadra & Nagar Haveli