MCA Imposes Rs. 20000 penalty for Rs. 190 defect in eform PAS-3

Introduction: The Ministry of Corporate Affairs (MCA) has recently imposed a penalty of Rs. 20,000 for a seemingly minor defect in the filing of eform PAS-3. This article provides an in-depth analysis of the case, shedding light on the implications and regulatory framework surrounding such penalties.

Detailed Analysis:

1. Appointment of Adjudicating Officer: The MCA, through a Gazette Notification, designated the Registrar of Companies, NCT of Delhi & Haryana, as the Adjudicating Officer empowered to adjudicate penalties under the Companies Act, 2013.

2. Company Details: Drishtee Development and Communication Limited, a registered company under the Companies Act, 2013, filed an application for adjudication of penalties concerning a defect in filing eform PAS-3.

3. Facts of the Case: The filing error involved a discrepancy in the total consideration amount stated in the Board resolution attached to eform PAS-3. Despite admitting the default, the company and its representatives sought leniency in adjudication.

4. Relevant Sections and Rules: Section 450 of the Companies Act, 2013, along with Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014, specify penalties for contraventions not explicitly covered elsewhere in the Act.

5. Adjudication of Penalty: Considering the submissions and the nature of the violation, the Adjudicating Officer found the signatories responsible for the filing error. Consequently, a penalty of Rs. 10,000 each was imposed on Mr. Satyan Mishra and CS Arpita Saxena.

6. Order and Compliance: The parties involved were directed to pay the penalty within 90 days of the order receipt. Non-compliance could lead to further legal consequences, as outlined in Section 454(8) of the Companies Act, 2013.

Conclusion: The imposition of a significant penalty for a relatively minor filing defect underscores the strict regulatory environment governing corporate compliance. It highlights the importance of meticulousness and accuracy in all aspects of statutory filings to avoid financial liabilities and legal repercussions.

This case serves as a reminder for companies and their authorized representatives to exercise due diligence in filing documents with regulatory authorities. By adhering to prescribed procedures and ensuring the accuracy of filings, businesses can mitigate the risk of penalties and maintain regulatory compliance, thereby fostering trust and credibility in the corporate ecosystem.

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 OF PENALTY PURSUANT TO RULE 8(3) OF THE COMPANIES (REGISTRATION OFFICES AND FEES) RULES, 2014 IN THE MATTER OF DRISHTEE DEVELOPMENT AND COMMUNICATION LIMITED (U93000DL2000PLC145223)

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 Registrar of Companies, NCT of Delhi & Haryana 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: –

Whereas the company viz. DRISHTEE DEVELOPMENT AND COMMUNICATION LIMITED (herein after known as ‘company’) is a registered company with this office under the provisions of the Companies Act, 2013 having its registered office as per MCA21 Registered address at 19/21,SHAKTI NAGAR,NEW DELHI,Delhi,110007,India. The financial & other details of the subject company for immediately preceding F.Y. 2022-23 as available on MCA-21 portal is stated as under:

3. Facts about the Case: –

i. This office is in receipt of application on 27.12.2023 (GNL-1 F89154546 dated 30.12.2023) from the company regarding adjudication of penalties for defect in filing eform PAS-3 vide SRN AA6360211 dated 11.12.2023 filed for allotment of 221517 shares amounting Rs. 8,86,06,800.

ii. In the Board resolution attached to the said e-form total consideration is stated as Rs. 8,86,06,610 instead of Rs. 8,86,06,800.

iii. On the examination of the document /information submitted to the office, it is observed that Mr. Satyan Mishra (authorised signatory/Director) and CS Ms. Arpita Saxena (M. No A23822) certifying professional had filed said e form PAS-3 with wrong attachment.

iv. Therefore, a show cause notice was issued on 30.01.2024 to company and signatories of the said e-form PAS-3. In response, company and certifying professional have submitted a reply vide email dated 06.02.2024 wherein the above mentioned default has been admitted and have accordingly requested to Adjudicate the matter with a lenient view.

4. The relevant Section and Rule 8 (3) of the Companies (Registration Offices and Fees) Rules, 2014

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.

Section 450 OF THE COMPANIES ACT, 2013 (Punishment where no specific penalty or punishment is provided)

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.

5. Adiudication of penalty: –

i. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Act. Hence, the benefit of section 446B would not be applicable on the company.

ii. With respect to the facts of the case and submissions made, it is noted that that Mr. Satyan Mishra (authorised signatory/Director) and CS Ms. Arpita Saxena (M. No A23822) certifying professional had filed eform PAS-3 vide SRN AA6360211 dated 11.12.2023 with incorrect attachments. Pursuant to Rule 8 of the Companies (Registration Offices and Fees) Rules, 2014 r/w Section 450 of the Act, signatories of said e form are liable for correctness of the content of e-form PAS-3 and enclosures attached therewith. Accordingly, signatories are liable for penalty.

iii. Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the reply submitted on 06.02.2024 in response to the notice issued vide letter dated 30.01.2024, hereby impose the penalty on the signatory for defect in e-form PAS-3 pursuant to Rule 8(3) of the Companies (Registration Offices and Fees) Rules, 2014 r/w Section 450 of the Companies Act, 2013:

6. Order:

a. Names of parties as mentioned in the table above are hereby directed to pay the penalty amount as per column no. ‘C’ therein. In case of parties other than company, such amount is required to be paid out of their own funds.

b. The said amount of penalty shall be paid through online by using the website www.mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New 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 www.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-compliance of this order.

Place: New Delhi.

(Pranay Chaturvedi, ICLS)
(Adjudicating Officer)
Registrar of Companies,
NCT of Delhi & Haryana

No. ROC/D/Adj/Order/718-721

Dated: 09/02/2024