MCA Imposes Penalty for Incorrect e-Form AOC-4 Attachments & Failure to File PAS-3

MCA imposes penalty for incorrect attachments in e-Form AOC-4 for the financial years 2021-22 and 2022-23 and failure to file Form PAS-3

Registrar of Companies (ROC), Uttarakhand, issued an adjudication order imposing penalties on Neetu Yoshi Limited under Sections 454 and 39(4) of the Companies Act, 2013. The violations relate to incorrect attachments in e-Form AOC-4 for the financial years 2021-22 and 2022-23 and failure to file Form PAS-3 for the allotment of securities. These actions breached Rule 8(3) of the Companies (Registration Offices & Fees) Rules, 2014, and Section 39(4) of the Companies Act, 2013. Consequently, penalties were imposed on the company and its directors, Himanshu Lohia and Subodh Lohia.  The order directs Neetu Yoshi Ltd. to rectify the defaults immediately. The company’s financial details, including a paid-up capital of Rs. 14.27 crores and a turnover of Rs. 47.23 crores as of 31.03.2024, were also noted in the order.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATEAFFAIRS
OFFICE OF REGISTRAR OF COMPANIES
CUM-OFFICIAL LIQUIDATOR,
UTTARAKHAND
ATTACHED TO HIGH COURT, NAINITAL
OFFICE AT MEZZANINE FLOOR, 78, RAJPUR ROAD
SHRI RADHA PLACE, DEHRADUN – 248001 (U.K.)
097 Phone : 0135 — 2745012/2745013

No. ROC/UK/NYL/Penalty Order/2024/504

Date:- 13/09/2024

ORDER

ADJUDICATION ORDER FOR PENALTY UNDER SECTION 454(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF RULE 8(3) OF THE COMPANIES (REGISTRATION OFFICES & FEES) RULES 2014 & SECTION 39(4) OF THE COMPANIES ACT, 2013 IN THE MATTER OF NEETU YOSHI LIMITED (U35999UR2020PLC010670)

1. Appointment of Adjudicating Officer: –

The Ministry of Corporate Affairs vide its gazette notification no A-42011/112/2014-Ad. II dated 24.03.2015, has appointed Registrar of Companies, Uttarakhand as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 {herein after referred as Act} read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

2. Company: –

Whereas the Company NEETU YOSHI LIMITED [herein after known as Company] is a registered company with this office under the provisions of Companies Act, 2013 (or previous Acts in force, as applicable) on 20/01/2020, having its registered office situated at 2/155, Jakhan, Rajpur Road, Dehradun-248001, Uttarakhand, as per MCA website. The financial & other details of the subject company for immediately preceding Financial Year as available on MCA-21 portal is stated as under:

3. Director during the period of Violation

4. Facts of the Case: –

1. The Company has filed an suo-moto application dated 09/09/2024 with the ROC, Uttarakhand for Adjudication of violation of Rule 8(3) of the of the Companies (Registration Offices & Fees) Rules 2014.admitting that at the time of filing E-Form AOC-4 for the Financial Year 2021-22 and 2022-23 vide SRN F59041186 and F90315176 has filed the AOC-4 Forms with incorrect Attachments.

Thus it is evident that the Company and its Director including Key Managerial Personnel have failed to comply with the provision of Rule 8(3) oftho oftho Companies (Registration Offices & Fees) Rules 2014, thereby attracting the penal provisions mentioned under Section 450 of the Act. The Company and its Director including Key Managerial Personnel are officer in default, as per section 2(60), of the Companies Act, 2013, and are thus liable for penal provision.

2. The Company has filed an suo-moto application dated 09/09/2024 with the ROC, Uttarakhand for Adjudication of violation of Section 39(4) of the Companies Act, 2013 and Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 & Section 39(5) of the Companies Act, 2013.

Thus it is evident that the Company and its Director including Key Managerial Personnel have failed to comply with the provision of Section 39(4) and Rule 12 of of the Companies (Prospectus and Allotment of Securities) Rules, 2014 of the Companies, Act, 2013, in filing the E-Form PAS-3 of the Company, thereby attracting the penal provisions mentioned under Section 39(5) of the Act. The Company and its Director including Key Managerial Personnel are officer in default, as per section 2(60), of the Companies Act, 2013, and are thus liable for penal provision.

1. The Relevant Rules 8 of the Companies (Registration Offices & Fees) Rules 2014 reads as under:-

(Authentication of Documents)

(3) The authorised signatory and the professional, if any, who certify e-form shall be responsible for the correctness of the contents of e-form and correctness of the enclosures attached with the electronic form.

(7) It shall be the sole responsibility of the person who is signing the form and professional who is certifying the form to ensure that all the required attachments relevant to the form have been attached completely and legibly as per provisions of the Act, and rules made thereunder to the forms or application or returns filed.

Section 450 of the Act reads as under: –

If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention 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 or any other person

2. Provisions of the Act as per Section 39(4) of the Act and Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 reads as under: –

Whenever a company having a share capital makes any allotment of securities, it shall file with the Registrar a return of allotment in such manner as may be prescribed.

As per Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS-3, along with the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.

Section 39(5) of the Act reads as under: –

In case of any default under sub-section (3) or sub-section (4), the company and its officer who is in default shall be liable to a penalty, for each default, of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.

3. Adjudication of Penalty: –

(i) In the present case it is evident that the company has made violation of Rule 8(3) of the of the Companies (Registration Offices & Fees) Rules 2014 as attachments are incorrect.

The details of the Penalty as per 450 of the Companies Act, 2013 is imposed on the company and officers hi default, which is mentioned below. Further, since the company falls in the definition of the Small Company as per Section 2 of the Companies Act, 2013 during the period of default, the penalty imposed thus is calculated as per Section 446B of the Companies Act, 2013 as one half of the penalty specified in the provision.

Default:

Penalty upon the Company:

Similarly, penalty in case of Directors:

–

(ii) In the present case it is evident that the company has made violation of section 39(4) as was found that company has not filed the PAS-3.

The details of the Penalty as per Section 39(5) of the Companies Act, 2013 is imposed on the company and officers in default, which is mentioned below. Further, since the company falls in the definition of the Small Company as per Section 2 of the Companies Act, 2013 during the period of default, the penalty imposed thus is calculated as per Section 446B of the Companies Act, 2013 as one half of the penalty specified in the provision.

Period of Default: 10/7/2020 to 09/09/2024=1521 days

Penalty upon the Company: 1521@1000= Rs. 15,21,000/- or Rs. 1,00,000/-(whichever is less)

Similary, penalty in case of Director: 1521@1000= Rs. 15,21,000/- or Rs. 1,00,000/-(whichever is less)

a) The Company and its directors are hereby directed to rectify the default immediately on the date of receipt of copy of this order. Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 4540) & (3) of the Companies Act, 2013 a penalty of 60,000/- (Rupees Sixty Thousand ) is imposed on the Company and Rs. 1,20,000/- (Rupees One lakh Twenty thousand ) is imposed on the Officers in default as mentioned above. Therefore a total of Rs. 1,80,000/- (Rupees One Lakh Eighty Thousand) is imposed as penalty amount for violation of Rule 8(3) of the of the Companies (Registration Offices & Fees) Rules 2014 and violation of Section 39(5) of the Companies Act, 2013

b) The notices shall pay the said amount of penalty as mentioned above through online mode by using the website mca.gov.in (Misc. head) in favor of Pay & Accounts Offcer, 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 and officers in default shall pay the penalty through their own funds.

c) Appeal against this order may be filed with the Regional Dii maw (Northern Region), Ministry of Corporate Affairs, B-2 Wing, 2n^d Floor, Paryanvaran Bhawan, CGO Complex, Lodhi road, New Delhi — 110003 within a period of (60 days) 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 non-payment of penalty within the prescribed time limit.

e) In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 copy of this order is being sent Company and its officer in default and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.

(Imran Ahmad Siddiqui)
ROC-Cum-O.L. & Adjudicating Officer
Uttarakhand, Dehradun.