The Ministry of Corporate Affairs, under the Office of the Registrar of Companies, Maharashtra Pune, has issued an adjudication order for Hadapsar Urban Multiple Nidhi Limited. This order pertains to penalties under Section 454(3) read with Section 39 of The Companies Act, 2013, and is guided by the Companies (Adjudication Of Penalties) Rules, 2014 as amended in 2019. The adjudication was necessitated due to non-compliance by the company in the filing and certification of allotment returns as required under the Act.
Detailed Analysis
1. Background of the Case:
Hadapsar Urban Multiple Nidhi Limited, registered under CIN U67100PN2018PLC180638, operates from Shop No.8, Sr No.3/14A, Shreeji Complex, CHS, Gadital, Near Hanuman Temple, Hadapsar, Pune, Maharashtra. The company failed to comply with the provisions of Section 39 and Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
2. Appointment of Adjudicating Officer:
The Ministry of Corporate Affairs, via its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015, appointed the undersigned as the Adjudicating Officer. The officer is empowered to adjudicate penalties under Section 454(1) of the Companies Act, 2013, effective from 01.04.2014.
3. Violations Identified:
- Section 39(4) Compliance Failure: The company did not include the address and occupation of the allottees in the Form PAS-3 filed on 30.03.2019 and 04.04.2019. This omission is a direct violation of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
- Penalties Under Section 39(5): The penalties for non-compliance are specified under Section 39(5) of the Companies Act, 2013, which imposes a fine of ₹1,000 per day of default or ₹1,00,000, whichever is less.
4. Inquiry and Responses:
An inquiry was conducted, and despite a reasonable opportunity provided to the company and its directors, their responses were deemed unsatisfactory. The company asserted that they maintained member records and were in the process of reducing operations, but this did not exempt them from the compliance requirements.
5. Adjudication Notice:
An adjudication notice was issued on 05.03.2024, detailing the violations and the penalties under the amended rules of 2019. The company and its officers were given the opportunity to appeal this decision within 60 days.
6. Penalty Imposed:
The adjudicating officer, considering the gravity and duration of the defaults, imposed the following penalties:
| Default No. | Company/ Officers to Whom Penalty Imposed | Date of Appoint-ment to Date of Cessation | Period of Default (in days) | No. of Days in Default* | Penalty for Defaults (Rs.) as Per Section 39(5) of the Act | Total Penalty (Rs.) | Penalty Imposed Maximum as per Act (Rs.) |
| 1 | Hadapsar Urban Multiple Nidhi Limited | – | 30.03.2019 to 05.03.2024 | 1802 | ₹1000/day x 1802 = ₹18,02,000 | ₹1,00,000 | ₹1,00,000 |
| Najiya Iqbal Shaikh | 10.12.2018 to till date | 30.03.2019 to 05.03.2024 | 1802 | ₹1000/day x 1802 = ₹18,02,000 | ₹1,00,000 | ₹1,00,000 | |
| Yogesh Baban Gaikwad | 10.12.2018 to till date | 30.03.2019 to 05.03.2024 | 1802 | ₹1000/day x 1802 = ₹18,02,000 | ₹1,00,000 | ₹1,00,000 | |
| Sandeep Ankush Kale | 10.12.2018 to 05.07.2021 | 30.03.2019 to 05.07.2021 | 828 | ₹1000/day x 828 = ₹8,28,000 | ₹1,00,000 | ₹1,00,000 | |
| Iqbal Rasool Shaikh | 16.07.2021 to till date | 16.07.2021 to 05.03.2024 | 963 | ₹1000/day x 963 = ₹9,63,000 | ₹1,00,000 | ₹1,00,000 | |
| 2 | Hadapsar Urban Multiple Nidhi Limited | – | 04.04.2019 to 05.03.2024 | 1797 | ₹1000/day x 1797 = ₹17,97,000 | ₹1,00,000 | ₹1,00,000 |
| Najiya Iqbal Shaikh | 10.12.2018 to till date | 04.04.2019 to 05.03.2024 | 1797 | ₹1000/day x 1797 = ₹17,97,000 | ₹1,00,000 | ₹1,00,000 | |
| Yogesh Baban Gaikwad | 10.12.2018 to till date | 04.04.2019 to 05.03.2024 | 1797 | ₹1000/day x 1797 = ₹17,97,000 | ₹1,00,000 | ₹1,00,000 | |
| Sandeep Ankush Kale | 10.12.2018 to 05.07.2021 | 04.04.2019 to 05.07.2021 | 823 | ₹1000/day x 823 = ₹8,23,000 | ₹1,00,000 | ₹1,00,000 | |
| Iqbal Rasool Shaikh | 16.07.2021 to till date | 16.07.2021 to 05.03.2024 | 963 | ₹1000/day x 963 = ₹9,63,000 | ₹1,00,000 | ₹1,00,000 |
7. Payment and Appeal:
The penalties must be paid through the Ministry of Corporate Affairs portal, and an appeal can be filed with the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, within 60 days.
Conclusion
This adjudication order highlights the importance of adhering to the compliance requirements set forth by the Companies Act, 2013. Hadapsar Urban Multiple Nidhi Limited’s failure to comply with the specified provisions has resulted in significant penalties. This serves as a cautionary tale for other companies to ensure thorough and accurate filings to avoid similar repercussions.
OFFICE OF THE
REGISTRAR OF COMPANIES
MAHARASHTRA PUNE
MINISTRY OF CORPORATE AFFAIRS
GOVERNEMENT OF INDIA
No.ROCP/ADJ/Sec-39/JTA(B)/24-25/21/707 to 712
Date:26 JUN 2024
SPEED POST
ADJUDICATION ORDER
*****
Adjudication Order of penalties in the matter of HADAPSAR URBAN
MULTIPLE NIDHI LIMITED (U67100PN2018PLC180638) under
Section 454(3) read with 39 of The Companies Act, 2013 read with
rule 3(2) Of Companies (Adjudication Of Penalties), 2014 As
Amended in Amendment Rules, 2019 of the Companies Act, 2013
Please Read:
- Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
- Provisions of Subsection (4) & (5) of Section 39 of the Companies Act, 2013.
- Gazette Notification of Ministry of Corporate Affairs vide No. A42011/ 112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
- See rule 12 and Form PAS-3 of the Companies (Prospectus & Allotments of Securities)
- General Circular No. 1/2020 dated 02.03.2020.
In respect of:
Hadapsar Urban Multiple Nidhi Limited having CIN U67100PN2018PLC180638 is a company governed by the provisions Act and registered with this office having its office at- Shop No.8, Sr No.3/ 14A, Shreeji Complex, CHS, Gadital, Near Hanuman Temple, Hadapsar, Pune, Maharashtra-411028.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Rule 3(1) of Companies (Adjudication Of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act. The undersigned vide Companies Act, 2013 w.e.f. 01.04.2014 is entrusted to adjudicate penalties under Section 39 of the Companies Act, 2013.
2. Company:
Hadapsar Urban Multiple Nidhi Limited (U67100PN2018PLC180638) (herein after referred as Company) is a registered company with this office pursuant to sub-section (2) of section 7 of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014 having its registered office as per MCA21 Registry at address at- “Shop No.8, Sr No.3/ 14A, Shreeji Complex, CHS, Gadital, Near Hanuman Temple, Hadapsar, Pune, Maharashtra-411028.”
3. Relevant provisions of the Companies Act, 2013:
Section 39 of the Act provides that (1) No allotment of any securities of a company offered to the public for subscription shall be made unless the amount stated in the prospects as the minimum amount has been subscribed and the sums payable on application for the amount so stated have been paid to and received by the company by cheque or other instrument.
(2)The amount payable on application on every security shall not be less than five per cent of the nominal amount of the security or such other percentage or amount, as may be specified by the Securities and Exchange Board by making regulations in this behalf
(3) If the stated minimum amount has not been subscribed and the sum payable on application is not received within a period of thirty days from the date of issue of the prospectus, or such other period as may be specified by the Securities and Exchange Board, the amount received under sub-section (1) shall be returned within such time and manner as may be prescribed.
(4) 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.;
Section 39(5) of the Act provides that” 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.”.
4. Facts about the Case:
a) As per Section 39(4) of the Act r.w. Rule 12(2) there shall be attached to the Form PAS-3 a list of allottees stating their names, address occupation, if any and number of securities allotted to each of the allottees, and the list shall be certified by the signatory of the Form PAS-3 as being complete and correct as per the records of the company.
However, as per records it is found that the Company has not mentioned the address and occupation of the allottees attached to PAS-3 filed with Registrar of Companies on vide SRN no. H49041445 dated 30/03/2019 and SRN no. H49722127 dated 04/04/2019 for return of allotment of shares.
Thus, the Company and its officers have violated the provisions of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and are liable for action u/s 39(5).
b) An Inquiry was conducted by the JO and during the Inquiry and examination of records it has been observed that, The provisions of section 39(4) r.w. Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended clearly state that there shall be allottees stating their names, address, occupation and number of securities allotted to each of the allottees and the list shall be certified by the signatory of the Form PAS-3, a list of allottees and the list shall be certifies by the signatory of the Form PAS-3 as being complete and correct as per the records of the company. The company is relying on the certification of the form whereas the requirement is of certifying the list attached in the form whereas the requirement is of certifying the list attached in the form too. Hence, the reply of the company is not satisfactory. Thus, the company and its officers have noticed the provisions of Section 39(4) r.w. Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended and thus liable for action u/s 39 (5) of the Act for each default..
c) A reasonable opportunity was given to the company and its directors vide order under section 206(4) of the Companies Act, 2013 vide letter no. ROCP/INQ/2022/1064 to 1068 dated 08.09.2022. However, the reply submitted by the Company was not satisfactory and the competent authority has directed to adjudicate the matter.
d) Accordingly, the adjudication officer has issued adjudication notice vide No.ROCP/ADJ/Sec-39/JTA(B)/23-24/21/3265 to 3269 dated 05.03.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 39 of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2019, to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a ,b & c” above;
e) A reply to the Adjudication notice has been received on 22.03.2024 from the company and its Directors which is as under :-
1. The Company has properly maintained records of its members and their PAN No., Adhaar No., Address, Photo in their register and with the permission would like to submit the same to ROC.
2. The company is slowly reducing its operations and has already:
1. stopped giving any loans
2. is recovering the loans already given
3. has stopped accepting new deposits
4. and is repaying its existing deposits
3. Further the company or management of the company has not committed any fraud or has wrongfully gained any profits by unlawful means or acts.
f) Hence, as the said violation has already been concluded by JO during the course of Inquiry :- no further hearing in physical is required to ascertain the violation of the said section.
Furthermore, the Noticee(s) are at liberty to file appeal against this order as per Para. 5.(e) of this order. Hence the Order-
5. ORDER:
a. The applicant company and its officers, who have defaulted the provisions of section 39 of the Act asunder-.
As per examination of records it has been observed that the Company has not mentioned the address and occupation of the allottees attached to PAS-3 filed with Registrar of Companies vide SRN no. H49041445 dated 30/03/2019 and SRN no. H49722127 dated 04/04/2019 for return of allotment of shares. Thus, the Company and its officers have violated the provisions of Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and are liable for action u/s 39(5);
b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 39 of the Act:-
Default No.1 for PAS-3 vide SRN: H49041445 filed on: 30/03/2019
| Company/ Officers to whom penalty imposed |
Date of Appointment to date of cessation | Period of Default | No. of Days in default* | Penalty For defaults (Rs.) as Per Section 39(5) of the Act | Total Penalty (Rs.) |
Penalty Imposed Maximum as per Act (Rs.) |
| Hadapsar Urban Multiple Nidhi Limited | – | 30.03.2019 to 05.03.2024 | 1802 | Rs. 1000 /per day | 1000 x 1802 = 18,02,000 | Rs. 1,00,000/- |
| Najiya Iqbal Shaikh | 10.12.2018 to till date | 30.03.2019 to 05.03.2024 | 1802 | Rs. 1000 /per day | 1000 x 1802 = 18,02,000 | Rs. 1,00,000/- |
| Yogesh Baban Gaikwad | 10.12.2018 to till date | 30.03.2019 to 05.03.2024 | 1802 | 21000 /per day |
1000 x 1802 = 18,02,000 | Rs. 1,00,000/- |
| Sandeep Ankush Kale |
10.12.2018 to
05.07.2021 |
30.03.2019 to 05.07.2021 | 828 | 21000 /per day |
1000 x 828 = 8,28,000 | Rs. 1,00,000/- |
| Iqbal Rasool Shaikh |
16.07.2021 to till date | 16.07.2021 to 05.03.2024 | 963 | 21000 /per day |
1000 x 963 = 9,63,000 | Rs. 1,00,000/- |
Default No.2 for PAS-3 vide SRN: H49722127 filed on: 04/04/2019
| Company/ Officers to whom penalty imposed |
Date of Appointment to date of cessation | Period of Default | No. of Days in defaul t* | Penalty For defaults (Rs.) as Per Section 39(5) of the Act | Total Penalty (Rs.) |
Penalty Imposed Maximum as per Act (Rs.) |
| Hadapsar Urban Multiple Nidhi Limited | – | 04.04.2019 to
05.03.2024 |
1797 | 21000 /per day |
1000 x 1797 = 17,97,000 | Rs. 1,00,000/- |
| Najiya Iqbal Shaikh |
10.12.2018 to till date | 04.04.2019 to
05.03.2024 |
1797 | 21000 /per day |
1000 x 1797 = 17,97,000 | Rs. 1,00,000/- |
| Yogesh Baban Gaikwad | 10.12.2018 to till date | 04.04.2019 to
05.03.2024 |
1797 | Z1000 /per day |
1000 x 1797 = 17,97,000 | Rs. 1,00,000/- |
| Sandeep Ankush Kale |
10.12.2018 to 05.07.2021 | 04.04.2019 to 05.07.2021 | 823 | 21000 /per day |
1000 x 823 = 8,23,000 | Rs. 1,00,000/- |
| Iqbal Rasool Shaikh |
16.07.2021 to till date | 16.07.2021 to 05.03.2024 | 963 | 21000 /per day |
1000 x 963 = 9,63,000 | Rs. 1,00,000/- |
(* No of days have been calculated from 30/03/2019 86 04/04/2019 (date of filling of Form PAS-3 vide SRN no. H49041445 dated 30/03/2019 and SRN no. H49722127 dated 04/04/2019 respectively) to till date of Notice, i.e.,05.03.2024 for FY 2020-21)
a. I am of the opinion that the penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
b. The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication Of Penalties) Rules, 2014.
c. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs 100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, 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 of the Act read with Companies (Adjudication Of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.
d. Your attention is also invited to section 454(8)(ii) of the Act regarding. consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.
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 to Hadapsar Urban Multiple Nidhi Limited and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.
(Mangesh adhav, ICLs)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
