Ministry of Corporate Affairs (MCA), through the Office of the Registrar of Companies (RoC) in Maharashtra, Pune, has imposed a significant penalty on Saptasatij Metatech Private Limited (CIN U29299PN1999PTC013412) for failing to maintain proper auditing records as required under the Companies Act, 2013. The adjudication order, issued on 28th June 2024, details multiple violations and the resulting penalties amounting to ₹8 lakh.
The MCA, exercising its powers under Section 454(1) of the Companies Act, 2013, and Rule 3(1) of the Companies (Adjudication of Penalties) Rules, 2014, appointed an adjudicating officer to oversee the case. This appointment was formalized through a Gazette Notification (No. A-42011/112/2014-Ad.II, dated 24.03.2015), empowering the officer to adjudge penalties for the identified violations.
Saptasatij Metatech Private Limited, registered under Section 7 of the Companies Act, 2013, operates from its office located at Warade Paradise, Gat No 52, Dehu Alandi Road, Chikali, Pune, Maharashtra. The company’s failure to comply with Section 134 of the Act triggered the inquiry and subsequent penal action.
Case Facts and Violations
Section 134 Requirements: Section 134 of the Companies Act, 2013 mandates comprehensive responsibilities for the company’s Board of Directors regarding the approval, signing, and submission of financial statements. This includes attaching the auditor’s report, maintaining detailed records of board meetings, and preparing a Directors’ Responsibility Statement covering various compliance aspects.
Inquiry Findings:
- Inadequate Shareholder Records: The company failed to maintain accurate records of shareholders and share capital issued since its incorporation. This lapse rendered the verification of the company’s shareholding pattern impossible, leading to a qualified opinion from the auditors for financial years 2018-19, 2019-20, and 2020-21.
- Unconfirmed Balances: The company’s trade receivables, payables, and advances were not confirmed or reconciled as of the end of March 2019, 2020, and 2021. This deficiency prompted the auditors to qualify their reports, highlighting the directors’ failure to ensure adequate accounting records as mandated under Section 134(5) of the Act.
- Inventory Valuation Issues: The company did not maintain adequate records to verify the valuation of its inventory for the specified financial years. This resulted in another qualification by the auditors, indicating a significant lapse in maintaining proper financial documentation.
- Ongoing Litigations Disclosure: The Board’s report for the financial year 2020-21 incorrectly stated the absence of significant regulatory orders impacting the company’s operations, despite ongoing litigations with tax authorities. This nondisclosure violated Section 134 requirements for transparency and accuracy in the Board’s report.
Company’s Response
During the inquiry, Saptasatij Metatech Private Limited acknowledged its shortcomings in complying with Section 134 of the Companies Act, 2013. The company cited challenges such as the COVID-19 pandemic for delays in confirming balances with vendors and customers. The management expressed its willingness to rectify these issues by maintaining adequate records and complying with all relevant legal provisions.
Key Admissions:
- Record Maintenance: The company admitted to failing in maintaining proper auditing records, as evidenced by the auditor’s qualifications. The management committed to remedying these lapses by ensuring adequate record-keeping in the future.
- Balance Confirmations: The company explained the difficulties in obtaining balance confirmations due to the pandemic and a large number of vendors and customers. It assured efforts to reconcile these balances and sought an extension for holding the Annual General Meeting (AGM) for the financial year 2021-22 to complete this process.
Penalty Imposition
Given the violations and the company’s admissions, the MCA imposed a penalty of ₹8 lakh on Saptasatij Metatech Private Limited. This penalty underscores the importance of compliance with statutory requirements, particularly those related to financial record-keeping and transparency.
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Office of the Registrar of Companies
Maharashtra, Pune
Ministry of Corporate Affairs
Government of India
RoCP/ADJ/order/23/134/SMPL/24/795 to 799 Date: 28 JUN 2024
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Adjudication Order of penalties in the matter of SAPTASATIJ METATECH PRIVATE LIMITED having CIN U29299PN1999PTC013412 under Section 454(3) r/w section 134 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 Section 134 of the Companies Act, 2013.
- Gazette Notification of Ministry of Corporate Affairs vide No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
In respect of:
SAPTASATIJ METATECH PRIVATE LIMITED having CIN U29299PN1999PTC013412 is a company governed by the provisions Act, and registered with this office having its office Warade Paradise Gat No 52 Dehu Alandi Road, Chikali, Pune, Maharashtra 412114 India and its officers.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A42011/ 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.
2. Company:
SAPTASATIJ METATECH PRIVATE LIMITED having CIN U29299PN1999PTC013412 (herein after referred as Company) is a registered company with this office under the provisions of section 7 of the Companies Act, 2013 having its registered office as per MCA21 Registry at address” “Warade Paradise Gat No 52 Dehu Alandi Road Chikali Pune Maharashtra 412114 India.
3. Facts about the Case:
a) As per Section 134 of the Act – The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director, for submission to the auditor for his report thereon.
(2) The auditors ‘report shall be attached to every financial statement.
(3) There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include—
(a) the extract of the annual return as provided under sub-section (3) of section 92;
(b) number of meetings of the Board;
(c) Directors ‘Responsibility Statement;
[(ca) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;]
(d) a statement on declaration given by independent directors under sub-section (6) of section 149
(e) In case of a company covered under sub-section (1) of section 1 78, company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under sub-section (3) of section 178
(f) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—
(i) by the auditor in his report; and
(ii) by the company secretary in practice in his secretarial audit report;
(g) particulars of loans, guarantees or investments under section 186;
(h) particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form;
(i) the state of the company’s affairs;
(j) the amounts, if any, which it proposes to carry to any reserves;
(k) the amount, if any, which it recommends should be paid by way of dividend;
(l) material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;
(m) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed
(n) a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;
(o) the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;
(p) in case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors;
(q) such other matters as may be prescribed
(4) The report of the Board of Directors to be attached to the financial statement under this section shall, in case of a One Person Company, mean a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report.
(5) The Directors ‘Responsibility Statement referred to in clause (c) of sub-section (3) shall state that—
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern, basis; and
(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
Explanation. —For the purposes of this clause, the term —internal financial controls/I means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company ‘s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
(6) The Board ‘s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorized by the Board and where he is not so authorized, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.
(7) A signed copy of every financial statement, including consolidated financial statement, if any, shall be issued, circulated or published along with a copy each of—
(a) any notes annexed to or forming part of such financial statement;
(b) the auditor’s report; and
(c) the Board ‘s report referred to in sub-section (3).
b) Whereas an Inquiry of the company under section 206 of the Companies Act, 2013 was conducted by an IO of this office this office; and it was observed that;
I. It is observed that the auditor has qualified the report for FY 2018-19, 19-20 and 20-21 as-
a. The details of the correct shareholders of the company as well as the correct value of the share capital issued was not available with the company. The records of allotment from the period of incorporation of the Company till the year 2006 could not be produced by the company for verification and accordingly the true picture of the shareholders of the company could not be verified by us. We cannot comment on the correctness of the value share capital issued by the company as well as the shareholding pattern and shareholder of the company. Considering the same, our opinion on share capital is Qualified.
Further, as per section 134(5) of the companies act, 2013, the directors’ Responsibility statement referred to in clause (c) of sub-section (3) shall state that
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and For preventing and detecting fraud and other irregularities; in view of same, it is concluded that the company and its directors have not taken due care for the maintenance of the auditing records at the premises of the company for preventing irregularities.
Thus, the company has violated the provisions of section 134 of the Companies Act, 2013 for which the company and officers in default are liable for penal action. Under section 134(8) of the Companies Act, 2013.
II. It is observed that the auditor has qualified the report for FY 2018-19, 19-20 and 20-21 as-
The Balance outstanding in trade receivables, payables and advances account are subject to confirmation and reconciliation as of March 31, 2019 (31.03.2020 and 31.03.2021 for FY 19-20 and 20-21 respectively). And, we have relied on the management representation for the balances of trade receivables, payables and advances. Further, as per section 134(5) of the Companies Act, 2013, The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) shall state that-
i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:
ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
In view of same, it is concluded that the Company and its directors have not taken due care for the maintenance of the auditing records at the premises of the Company for preventing irregularities. Thus, the Company has violated the provisions of section 134 of the Companies Act, 2013 for which the company and officers in default are liable for penal action under Section 134(8) of the Companies Act, 2013.
III. It is observed that the auditor has qualified the report for FY 2018-19, 19-20 and 20-21 as- We are unable to verify the valuation of inventory as on March 31, 2019 (31.03.2020 and 31.03.2021 for FY 19-20 and 20-21 respectively) as adequate records were not available with the company for verification. Further, as per section 134(5) of the Companies Act, 2013, The Directors’. Responsibility Statement referred to in clause (c) of sub-section (3) shall state that-
i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
In view of same, it is concluded that the Company and its directors have not taken due care for the maintenance of the auditing records at the premises of the Company for preventing irregularities.
Thus, the Company has violated the provisions of section 134 of the Companies Act, 2013 for which the company and officers in default are liable for penal action under Section 134(8) of the Companies Act, 2013.
IV. It is observed form the Annexure to independent Auditors report point (vii) for the FY 2020-21 that the Company has ongoing litigations with the tax Authorities, however the Board report states that the there are no significant regulatory orders passed by the regulatory authority impacting the going concern and company’s operations in future. Thus, the Directors have failed to make the necessary disclosures in the Board Report as per section 134 of the Companies Act, 2013. Hence the Company and its Directors are liable for action under section 134 of Companies Act, 2013.
c) The matter was also taken up with the company during the course of the said Inquiry and the company had submitted its reply stating their reply respectively as follows-
I. The management has accepted the fact of not fulfilling their responsibility as mentioned in section 134 of Companies Act, 2013. To remedy the same, the management is ready to rectify the violation of Section 134 of Companies Act 2013 by maintain the adequate accounting records at the premises of the company for preventing irregularities and further remedial action for the said violation is already mentioned in the Reply No. 1. The management is accepting the stated fact and agreeing to the Violation, of the mentioned section for the said tenure as per the letter issued by authority. Considering the fact, and to remedy the noncompliance, the management wishes to go for compounding and ready to rectify this act of noncompliance by doing all such acts, deeds, things as are necessary and required by law under the guidance of the concerned authorities and willing to continue the business ahead by complying with all the sections of Companies Act, 2013 as applicable on the private companies.
IL The management has accepted the fact of not complying with the section 134 of Companies Act, 2013 in the previous years as the balances of Trade receivables, payables and advances are subject to confirmation and reconciliation. Due to Covid-19, the management were unable to get the balance confirmations from the persons concerned as mentioned in the letter. To remedy the same the management has already taken the steps to get the confirmation from the vendors and debtors (which is under process) and so for the said reason has already approached the parties for the current financial year 21-22, however due to huge volume of vendors and customers which are approximately 450 in numbers, the management needs time to reconcile the balances and therefore the management has applied for extension of holding AGM for the Financial Year 21-22 on date 227,1 September, 2022 vide SRN No. F25924085. The company wants to reconcile all the balances of Trade receivables, payables and advances for all the previous financial years.
The management is accepting the stated fact and agreeing to the Violation of the mentioned section for the said tenure as per the letter issued by authority. Considering the fact, and to remedy the noncompliance, the management wishes to go for compounding and ready to rectify this act of noncompliance by doing all such acts, deeds, things as are necessary and required by law under the guidance of the concerned authorities and willing to continue the business ahead by complying with all the sections of Companies Act 2013 applicable on private companies.
III. The records given by the management to the auditors of the company were not found adequate by the Auditor and hence they qualified the report for the FY 17- 18, 18-19, 19-20 and 20-21. To remedy the same for further upcoming financial years, the management has now taken the adequate steps, maintained the proper records of inventory as at 31st March 2022, which is to be audited and verified by the Auditors of the Company. Request your good office to kindly drop the violation of this section.
IV. The management has accepted the fact of not complying with the section 134 of Companies Act, 2013 r/ w Secretarial Standard (SS-4) issued by the ICSI. It is to bring to the notice of your good office, there were ongoing litigations with the tax authorities, while it is not as such which can impact on the assumption of the going concern of the company and its operations in the future. To remedy the same, the company is now taking utmost care to fulfil its responsibility to disclose all the relevant matters in the Director’s Report for the current financial year 21-22 and for the further upcoming years.
The management is accepting the stated fact and agreeing to the Violation of the mentioned section for the said tenure as per the letter issued by authority. Considering the fact, and to remedy the noncompliance, the management wishes to go for compounding and ready to rectify this act of non- compliances by doing all such acts, deeds, things as are necessary and required by law under the guidance of the concerned authorities and willing to continue the business ahead by complying with all the sections of Companies Act, 2013 as applicable on the private companies.
d) Accordingly, as per the directions of the competent authority, the adjudication officer has issued adjudication notice vide ROCP/ADJ /SMPL/MV/134/23-24/3294 to 3297 dated 07.03.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 134 of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a, b 8v c” above;
e) A reply to the Adjudication notice has been received dated 26.03.2024 from the company. The relevant paras of reply stated that “…The company has filed GNL-1 for the purpose of compounding of offences i. In this regard we would like to confirm you that the Company has already filed for compounding of offences under GNL-1 for the sections vide SRN F90091125 dated 12.01.2024 status being pending for approval. The company is in anticipation of the approval status. Further, we request your kind authority to consider the same and not to impose any penalty against the Company and its officers as the matter is pending before the authority being sub-judiced as on date.
The Company is facing difficulty in retracing the old documents and therefore the actual status of shareholding is not traceable and further the cascading effect of section 88 of the companies act, 2013 (related to company for not maintaining register of members) in return has effect on disclosure of shareholding pattern in the Board report u/ s 134 and Annual return under section 92 of the Act. The company has already accepted the violation and has filed GNL-1 form dated 12th January, 2024. The management from now onwards has taken steps and maintained proper records for inventory fi-oin the FY 2021-22… Also, the company is now taking utmost care to fulfil its responsibilities to disclose all the relevant matters in the Directors Reports from the FY 2021-22.
As per the data the Company falls within the definition of small company and we request the kind authority to consider the same and penalize the Company accordingly.
Further, as multiple sections as mentioned above are attracted due to interconnections of the underlying issues. Therefore, we request that all the offences be clubbed together for a consolidated examination and complete resolution of the same.
Further, to state that the Company is taking all the necessary actions and adequate steps for maintaining proper and updated records as per the law and statutory compliances…”
Accordingly, under section 454(4) of the Act read with Rule 3(5) of the Companies (Adjudication of Penalties) Rules, 2014, Noticee(s) were given an opportunity to be heard before Adjudicating Authority through hearing held on 06.05.2024.
g) The authorized representatives appeared before Adjudicating Authority on behalf of noticee(s) through physical hearing on 06.05.2024 and submitted that the noticee(s) are admitting the offence and requested for considering the benefit u/ s 446B of Companies Act, 2013.
h) Accordingly, after considering the reply and submission of the Company and its officers, it has been observed that that the company and officers have admitted default and they are in default of section 134 of Companies Act, 2013.
4. Relevant provisions of the Companies Act, 2013:
As per Section 134 of the Act – The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director, for submission to the auditor for his report thereon.
(2) The auditors ‘report shall be attached to every financial statement.
(3) There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include-
(a) the extract of the annual return as provided under sub-section (3) of section 92;
(b) number of meetings of the Board;
(c) Directors ‘Responsibility Statement;
[(ca) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;]
(d) a statement on declaration given by independent directors under subsection (6) of section 149
(e) In case of a company covered under sub-section (1) of section 178, company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178
(f) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made
(i) by the auditor in his report; and
(ii) by the company secretary in practice in his secretarial audit report;
(g) particulars of loans, guarantees or investments under section 186;
(h) particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form;
(i) the state of the company’s affairs;
(j) the amounts, if any, which it proposes to carry to any reserves;
(k) the amount, if any, which it recommends should be paid by way of dividend;
(1) material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;
(m) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed
(n) a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;
(o) the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;
(p) in case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors,.
(q) such other matters as may be prescribed
(4) The report of the Board of Directors to be attached to the financial statement under this section shall, in case of a One Person Company, mean a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report.
(5) The Directors ‘Responsibility Statement referred to in clause (c) of subsection (3) shall state that—
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
Explanation. —For the purposes of this clause, the term. —internal financial controls/ means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company ‘s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
(6) The Board ‘s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorized by the Board and where he is not so authorized, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.
(7) A signed copy of every financial statement, including consolidated financial statement, if any, shall be issued, circulated or published along with a copy each of—
(a) any notes annexed to or forming part of such financial statement;
(b) the auditor ‘s report; and
(c) the Board ‘s report referred to in sub-section (3).
As per section 134(8), If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees. (w.e.f 20.12.2020).
5. ORDER:
a. Considering the above facts of the case and the relevant provisions; the undersigned now hereby pronounces the order. Further, the delay in issuance of the order is on account of examination of reply; checking MCA21 records; other administrative reasons.
b. The company and its officers, who have defaulted the provisions of section 134 of the Act for the financial year 2019-2020 and 202021. Hence the company and its officers liable for penalty u/ s 134 (8) of the Companies Act, 2013″.
c. The instant offence is adjudicable w.e.f 21/12/2020. Accordingly, the penalty is levied for F.Y 2019-2020 & 2020-21 as the board reports filed after 21.12.2020 for the said financial years. Furthermore, as seen from the MGT-7 filed vide SRN F85015907 dated 28.11.2023 for the F.Y ended 31.03.2023 that the paid-up share capital of the Company is Rs. 10,41,00,000 /-. Hence, the company does not fall under the definition of small company as per the provision of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the provision of section 446B of the Companies Act 2013 shall not be applicable in this case.
d. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the facts and circumstances of the case, 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 134 of the Act:-
For F.Y 2019-20
| Penalty imposed on company/ director(s) | Total/maximum penalty (In Rs) |
| Saptasatij Metatech Private Limited | 3,00,000 |
| Saurabh Arun Warade | 50,000 |
For F.Y 2020-21
| Penalty imposed on company/director(s) | Total / maximum penalty (In Rs) |
| Saptasatij Metatech Private Limited | 3,00,000 |
| Krupali Liladhar Warade | 50,000 |
| Saurabh Arun Warade | 50,000 |
| Tulika Shrawan Agrawal | 50,000 |
e. I am of the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
f. 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.
g. 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 Affairs100, 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.
h. 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.
i. 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 Saptasatij Metatech Private 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 Jadhav, ICLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
