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 No. ROC/D/Adj Order/ 42/Gozing/6967-6971 Dated: 19/12/2022
Order for Penalty for Violation of Section 42 of the Companies Act, 2013 r/w Rule 14 (6) of Companies (Prospectus and Allotment of Securities) Rules, 2014
IN THE MATTER OF
GOZING TECHNOLOGY PRIVATE LIMITED
(CIN: – U63031HR2021PTC092424)
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 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act
2. Company:
Gozing Technology Private Limited (herein after known as ‘company’) is a registered company with this office under the provisions of section 7 of the Companies Act, 2013 (earlier Companies Act, 1956) having its registered office as per MCA21 Registry at PN -65, Sector-44, Gurugram, HR-122001. The financial & other details of the subject company as available on MCA-21 portal is stated as under
| S. No. | Particulars | Details |
| 1. | Paid up capital (F.Y. 2021-22) | 5,72,26,881 |
| 2. | Turnover (F.Y. 2021-22)
a. Revenue from operation |
72,01,04,600 |
| b. Other Income | 70,71,260 | |
| 3. | Holding Company | Yes |
| 4. | Subsidiary Company | No |
| 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:
> Whereas the company and its director(s) have suo-moto filed applications vide e-form GNL-1 vide SRN F00631572, SRN F00627240, SRN F00629477, SRN F00633966, SRN F0063326 and SRN F00631028 dated 19.05.2022 for adjudication under section 454 of the Companies Act, 2013 r/w Rule 3 of the Companies (Adjudication of penalties) rules, 2014 in the matter of noncompliance of the provision of sub-section (8) of section 42 of the Companies Act, 2013 in issuance of CCPS at different dates pursuant to section 62 and 55 r/w Rule 14 (6) of Companies (Prospectus and Allotment of Securities) Rules, 2014 during the financial year 2021-22.
> In terms of the provisions of section 42(8) of the Act r/w Rule 14 (6) of Companies (Prospectus and Allotment of Securities) Rules, 2014 the Company was required to file e-forms PAS-3 within fifteen(15) days of the date of each allotment. However, the company had filed the e-forms PAS-3 with Registrar on following dates which are as under:-
> In view of above table and as per the records available on MCA Portal, it is observed that company has made default in filing of aforesaid – E-forms PAS-3 vide respective SRNs within stipulated time. The undersigned has reasonable cause to believe that aforesaid provisions laid down under the Companies Act, 2013 have not been complied.
> Further, the company and officers in default submitted the reply on 15th November 2022 in response to the show cause notice issued by this office wherein subject company admitted that delay in filling of e-forms PAS-3 was committed inadvertently and it was without any willful or mala fide motive and was purely unintentional.
4. The relevant Section 42(8) & (9) of the Companies Act, 2013 as on date of default are as under:–
(8) A company making any allotment of securities under this section, shall file with the Registrar a return of allotment within fifteen days from the date of the allotment in such manner as may be prescribed, including a complete list of all allottees, with their full names, addresses, number of securities allotted and such other relevant information as may be prescribed
(9) If a company defaults in filing the return of allotment within the period prescribed under sub-section (8), the company, its promoters and Directors shall be liable to a penalty for each default of one thousand rupees for each day during which such default continues but not exceeding twenty-five lakh rupees
Rule 14 (6) Companies (Prospectus and Allotment of securities) Rules. 2014
> A return of allotment of securities under section 42 shall be filed with the Registrar within fifteen days of allotment in form PAS-3 and with the fee as provided in the companies (Registration Offices and Fees) Rules, along with the complete list of all security holders containing —
(i) the full name, address, Permanent Account Number and E-mail ID of such security holder;
(ii) the class of security held;
(iii) the date of allotment of security ;
(iv) the number of securities held, nominal value and amount paid on such securities; and particulars of consideration received if the securities were issued for consideration other than cash..
5. Adjudication of penalty: –
> The Company and its officers who have made the default in timely filing of form PAS-3 while issue of Compulsorily Convertible Preferences shares to different person at different dates. Hence, company, its promoters and Directors shall be liable to a penalty pursuant to section 42 (9) of the Companies Act, 2013. The Company is not a small company and so provisions of section 446B are not applicable.
> Now in exercise of the powers conferred on me vide Notification dated 24th March, 2015 and having considered the reply submitted by the noticee(s) in response to the notice(s) issued to company, I do hereby impose the penalty on the company and its officers in default for violation of section 42 (8) of the Companies Act, 2013 r/w rule 14(6) of the Companies (Prospectus and Allotment of securities) Rules 2014.
| S.no | SRN of Application (s) Filed | Period of default (in days) | Penalty imposed on the Company and directors pursuant to section 42(9) of the Companies Act, 2013. | |||
| Company (A) |
Director
(B) |
Director (C) |
Director
(D) |
|||
| Gozing Technology Private Limited | Mr.
Mratunjay |
Mr. Ravi Kumar Verma |
Mr. Prashant Kumar | |||
| 1 | F0031572 | 11 | 1000*11= 11,000 | 11,000 | 11,000 | 11,000 |
| 2 | F00627240 | 14 | 1000*14= 14,000 | 14,000 | 14,000 | 14,000 |
| 3 | F00629477 | 06 | 1000*6= 6,000 | 6,000 | 6,000 | 6,000 |
| 4 | F00633966 | 02 | 1000*2= 2,000 | 2,000 | 2,000 | 2,000 |
| 5 | F0063326 | 18 | 1000*18= 18,000 | 18,000 | 18,000 | 18,000 |
| 6 | F00631028 | 60 | 1000*60= 60,000 | 60,000 | 60,000 | 60,000 |
| Total Penalty | Rs. 1,11,000 | Rs.1,11,000 | Rs.1,11,000 | Rs. 1,11,000 | ||
6. Order:
a. The Company and its directors are hereby directed to pay the penalty amount as per column no. A, B, C and column D of above table. In case of directors such amount is required to be paid out of their own funds.
b. The noticees shall pay the said amount of penalty through online by using the website mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
c. 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.
d. Your attention is also invited to section 454(8) of the Act in the event of noncompliance of this order.
Place: New Delhi.
Dated:
(Pranay Chaturvedi, ICLS)
(Adjudicating Officer)
Registrar of Companies,
NCT of Delhi & Haryana
