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This order, issued by the Ministry of Corporate Affairs (MCA), adjudicates a case against Pacelife Marketing Private Limited for failing to file annual returns for the financial years 2019-20, 2020-21, and 2021-22. The order details the provisions of the Companies Act, 2013, that the company violated, the penalty imposed, and the course of action for appeal.

Provisions Violated: The company violated Section 92(4) of the Companies Act, 2013, which mandates companies to file annual returns with the Registrar within 60 days of the annual general meeting or the due date for holding the meeting.

Penalty Imposed: The company and its directors, Mr. Arun Kumar and Mr. Harish Kumar Puwar, have been penalized for each financial year of non-filing. The penalty is calculated as a fixed amount of Rs. 10,000, plus Rs. 100 for each day of default, subject to a maximum limit. Considering the company’s status as a small company, the final penalty amount has been reduced by 50%.

Right to Appeal: The company has the right to appeal the order within 60 days of receipt by filing Form ADJ with the Regional Director (Northern Region), MCA.

This order highlights the importance of companies complying with the filing requirements of the Companies Act. Failure to do so can result in penalties and other legal consequences. Companies should ensure timely filing of annual returns to avoid such penalties and maintain good corporate governance practices.

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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES
PUNJAB AND CHANDIGARH,
CORPORATE BHAWAN
PLOT NO.4-B, SECTOR 27B, CHANDIGARH
PHONE NO.172-2639415, 2639416

No. ROC CHD/Adj/900  Dated: 28/02/2024

ORDER UNDER SECTION 454 FOR VIOLATION OF SECTION 92 OF THE COMPANIES ACT, 2013, READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014

IN THE MATTER OF M/s PACELIFE MARKETING PRIVATE LIMITED

(CIN: U52609PB2017PTC046064)

1. The Ministry of Corporate Affairs vide its gazette notification no. S.0..831(E) dated 24.3.2015, has appointed the undersigned as Adjudicating Officer (AO) 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 adjudging penalties under the provisions of this Act.

Company:

2. Whereas the Company M/S PACELIFE MARKETING PRIVATE LIMITED (CIN: U52609PB2017PTC046064) was incorporated on 03/09/1992 having its registered office at Village Khojewal, Distt. Kapurthala, Punjab,144601, India.as per data available with MCA website.

Provisions of the Act:

3. As per Section 92(4) Every company shall file with the Registrar a copy of the annual return, within sixty days from the date on which the annual general meeting is held or where no 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.

As per Section 92(5) If any 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 further penalty of one hundred rupees for each day 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.

Facts about the case: –

4. Whereas as per record, the company has not filed Annual Return for the financial year 2019-20,2020-2021 & 2021-2022. This office has issued Show Cause Notice for violation of section 92(4) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014 to the company and its directors vide this office letter No. ROC CHD/2023-24/adj/92(4)/790 to 793 dated 05.12.2023. No reply has been received to the Show cause notice sent to the Company and its the Directors.

Therefore, it is concluded that the company and its officers in default

are liable for penalty as prescribed under Section 92(5) of the Act for non-filing of annual return of the company viz. M/s PACELIFE MARKETING PRIVATE LIMITED for: –

  • Financial Year 2019-20 for 1103 days i.e., with effect from 02.03.2021 (Last date of filing of annual return was 01.03.2021) to 27.02.2024 (till this date).
  • Financial Year 2020-21 for 768 days i.e., with effect from 31.01.2022 (Last date of filing of annual return was 30.01.2022) to 27.02.2024 (till this date).
  • Financial Year 2021-22 for 465 days i.e., with effect from 30.11.2022 (Last date of filing of annual return was 29.11.2022) to 27.02.2024 (till this date).

Accordingly, I am inclined to impose a penalty as prescribed under Sub-Section (5) of Section 92 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are as under:

Nature of Default (1)
Violation section under Companies Act, 2013 (2)
Name of person on whom penalty imposed
(3)
No. of days of default  (4)
Penalty for
default
(Rs) (5)
Total
Default
amount (Rs) (6)
Maximum Limit for penalty (Rs) (7)
Penalty Based on column (6)
(Rs)
(8)
Final penalty imposed-50% being small comp any u/s 446B
(Rs.)
(9)
Non- filing of Annual Return 2019- 20
Sec. 92(4)
On Company
1103
10000 + 100/day
10000 + 1103 *100= 120300
200000
120300
60150
Mr. Arun Kumar
1103
10000 + 100/day
10000 + 1103 *100= 120300
50000
120300
50000
Mr. Harish Kumar Puwar
1103
10000 + 100/day
10000+1103 *100= 120300
50000
120300
50000
Non- filing of Annual Return 2020- 21
Sec. 92(4)
On Company
768
10000 + 100/day
10000+768* 100= 86800
200000
86800
43400
Mr. Arun Kumar
768
10000 + 100/day
10000+768* 100= 86800
50000
86800
43400
Mr. Harish Kumar Puwar
768
10000+ 100/day
10000+768* 100= 86800
50000
86800
43400
Non- filing of Annual Return 2021- 22
Sec. 92(4)
On Company
465
10000 + 100/day
10000+465* 100= 56500
200000
56500
28250
Mr. Arun Kumar
465
10000 + 100/day
10000+465* 100= 56500
50000
56500
28250
Mr. Harish Kumar
Puwar
465
10000 + 100/day
10000+465* 100= 56500
50000
56500
28250

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

5. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi, 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 a certified copy of this order. [Section 454(5) & 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].

6. 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 be less than twenty five thousand rupees but which may extend to five lakh 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 but which may extend to one lakh rupees or with both.

7. In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to: – (1.) M/s Pacelife Marketing Private Limited, Village Khojewal, Distt. Kapurthala, Punjab,144601, India, (2.) Mr. Arun Kumar,  (3.) Mr. Jaspal Singh, (4.) Mr. Harish Kumar Puwar and (5.) Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi and will also be uploaded on website.

(Kamna Sharma)
Registrar of Companies & Adjudicating Officer
Punjab and Chandigarh.

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