Introduction: The Ministry of Corporate Affairs in India, through the Office of Registrar of Companies in Uttar Pradesh, recently issued an order pertaining to Nature Gold Nidhi Limited for violations of Section 137 of the Companies Act, 2013. This article explores the details of the case, the company’s non-compliance, and the penalties imposed.
Detailed Analysis:
1. Appointment of Adjudicating Officer: The Ministry of Corporate Affairs appointed an Adjudicating Officer under Section 454 of the Companies Act, 2013, and Companies (Adjudication of Penalties) Rules, 2014, to adjudicate penalties under this Act.
2. Nature Gold Nidhi Limited: The company was registered under the Companies Act, 2013, on 04.02.2015, with its registered office in Uttar Pradesh. The authorized capital of the company is Rs. 10,00,000/-
3. Violation of Companies Act: An inquiry revealed that the company was not conducting its business in accordance with the provisions of the Companies Act, 2013. Despite receiving letters and summons, neither the company nor its directors responded or appeared before the authorities. This non-compliance led to a violation of Section 137 of the Companies Act, 2013.
4. Show Cause Notice: A Show Cause Notice was issued to the company and its officers under Section 137(3) of the Companies Act, 2013, by the Office of Registrar of Companies. The company failed to respond to the notice.
5. No Hearing or Response: The company and its directors did not provide any response to the Show Cause Notice, and no hearing was scheduled due to their non-participation.
6. Default Date: The default date was identified as 30.10.2019, marking the continuous failure to file financial statements as per the Act’s requirements.
7. Penalties Imposed: Considering the circumstances, a penalty of Rs. 10,00,000/- was imposed on the company, and each of three director received a penalty of Rs. 1,00,000/- each under Section 137(3) of the Companies Act, 2013. So tal penalty amounted to Rs. 13 Lakh.
8. Penalty Calculation: The article details the calculation of penalties, totaling Rs. 20,21,000/-
9. Payment Deadline: The Noticee was instructed to pay the penalties within 90 days of receiving the order via Demand Draft to the Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi.
10. Appeal Process: The article informs the readers of the right to file an appeal with the Regional Director within sixty days of receiving the order, in accordance with Section 454(5) and 454(6) of the Act.
11. Non-compliance Consequences: Attention is drawn to Section 454(8) of the Companies Act, 2013, indicating that non-compliance with the order can result in the Registrar of Companies, U.P. being informed of the appeal, penalties, and payments made.
Conclusion: The Ministry of Corporate Affairs has taken a stringent stance on non-compliance with the Companies Act, 2013, as demonstrated in the case of Nature Gold Nidhi Limited. This order serves as a warning to companies and directors to adhere to regulatory obligations, and the penalties imposed underline the consequences of failure to do so. The article informs the readers of the process, calculations, and their rights in case of disagreement with the order.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES,
UTTAR PRADESH,
37/17, Westcott Building, The Mall,
Kanpur — 208001 (U.P.)
Phone : 0512 — 2310323/2310443
BY SPEED POST
Dated…/02/2023
No.07/01/Adjudication-137/Nature gold Nidhi/
ORDER FOR VIOLATION OF SECTION 137 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014.
IN THE MATTER OF NATURE GOLD NIDHI LIMITED
1. The Ministry of Corporate Affairs vide its gazette notification no A-42011/112/2014-Ad.II dated 24.3.2015, has appointed the 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 adjudging penalties under the provisions of this Act.
2. The Company NATURE GOLD NIDHI LIMITED has been registered under the provisions of the Companies Act, 2013 on 04.02.2015, and is having its registered office situated at 24.02.2016, and is having its registered office situated at TULSINAGAR, WARD NO-9, PADRAUNA ROAD, POST-KASIA, Kushinagar ,Uttar Pradesh,274402. The authorized capital of the company is Rs. 10,00,000/-
3. Whereas an inquiry report submitted U/s 208 of the Companies Act, 2013 of the subjected company , it is mentioned that the company is not conducting its business as per the provisions of the Companies Act, 2013. Therefore, the matter was taken up with the company and its directors vide letter no.TC/TECH/NIDHI/NATURE GOLD/2372 to 2375 dated 25.11.2020. Further, neither the company nor the directors furnished any reply to the same. Thereafter, summons under section 207 Of the Companies Act, 2013 vide letter no.TC/TECH/NIDHUNATURE GOLD/3038 to 3040 dated 08.01.2021 for appearance on 29.01.2021. Further none of the Directors of the company appeared on the said date of hearing. . Thus it is evident that the company and its Directors have failed to comply with the provisions of section 137 of the Companies Act, 2013, in filing of the financial statement of the company statement for year ending 31.03.2019 and 31.03.2020, thereby attracting the penal provisions mentioned under Section 137(3) of the Act.
Section 137(1) of the Companies Act, 2013 provides that:-
“A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed.”
Section 137(3) of the Companies Act, 2013 provides that —
“If a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified, the company shall be punishable with fine of one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees, and the managing director and the Chief Financial Officer of the company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the company, shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both.”
4. Accordingly, a Show Cause Notice No.. 07/01/Adjudication-137/Nature gold Nidhi/2022/603-606 dated 12.01.2023 was issued to the company and its officers in default under section under Section 137(3) of the Companies Act, 2013, read with Companies (Adjudication of Penalties) Rules, 2014by this office. This office has not received the said letter undelivered also.
5. The company and its officers in default have failed to furnish any reply to the said Show Cause Notice, hence no hearing was fixed for this matter.
6. Further, neither any representative of the company nor its directors have either furnished their reply or have appeared before the undersigned which has further strengthened the apprehension that the company and its Directors have failed to comply with the provisions of section 137 of the Companies Act, 2013, in filing of the financial statement of the company statement for year ending 31.03.2019 and 31.03.2020, thereby attracting the penal provisions mentioned under Section 137(3) of the Act.
7. The date of default in the matter has been taken as 30.10.2019, i.e. the date upto which a copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed. The default has been continuing since then.
8. Having considered the facts and circumstances of the case and after taking into account the factors above, I hereby impose a penalty of Rs.10,00,000/-(Rupees Ten Lakh only maximum as per section 137(1) of the Act) on the company (calculation as per table given under) and Rs. 1,00,000/- one Lakh on each Director under section 137(3) of the Companies Act, 2013 for failure to make compliance of the section 137(1) of the Companies Act, 2013. It is of this opinion that penalty is commensurate with the aforesaid failure committed by the Noticee. :
|
Due date of AGM (1) |
Due date of filing of the B/s
(2) |
Per day penalty for non-filing of the B/s within due date (In Rs.)(3) |
Total no. of days of default as on date
(4) |
Total Penalty (In Rs.) (5=3X4) |
| 30.09.2019 | 30.10.2019 | 1000 | 1193 | 1193000 |
| 30.09.2020 | 31.10.2020 | 1000 | 828 | 828000 |
| Total: | Rs.20,21,000/- |
9. The Noticee shall pay the amount of penalty by way of Demand Draft in favour of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days receipt of this order. The Demand Draft shall be forwarded to this office Address.
10. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodi 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].
11. Attention is also invited to section 454(8) of the Companies Act, 2013, in the event of noncompliance of this order. In Case appeal is made 0/o Registrar of Companies, U.P. informed along with the penalty imposed & the payments made.
(Seema Rath)
Registrar of Companies & Adjudicating Officer
Uttar Pradesh, Kannur
No.07/01/Adjudication-137/Nature gold Nidhi/2022/1080 to 1083
Dated. 09/02/2023
