The Ministry of Corporate Affairs (MCA) plays a pivotal role in regulating corporate entities in India, ensuring compliance with statutory provisions to uphold transparency and accountability in corporate governance. In a recent adjudication order issued by the Registrar of Companies (ROC), Tamil Nadu, M/s Akash Sruti Spice India Private Limited faced penalties for its failure to comply with the provisions of Section 92 of the Companies Act, 2013 regarding the filing of annual returns.
Profile of the Company: M/s Akash Sruti Spice India Private Limited, with its registered office in Tamil Nadu, is a small company as per the criteria specified in Section 2(85) of the Companies Act, 2013. The company’s financial particulars, including paid-up capital and turnover, categorize it as a small enterprise.
Directors and Default: The company’s directors, Shri. Durairaj Saratha and Shri. Sanjeevi Durairaj, assumed their positions on 2nd November 2018. However, despite their roles, the company failed to fulfill its obligations regarding annual return filings.
Legal Framework: Section 92 of the Companies Act, 2013 mandates every company to file its annual return with the Registrar within a stipulated timeframe. Failure to adhere to this provision attracts penalties, including fines and additional fees, as specified in the Act.
Issue of Adjudication Notice: Following a complaint and subsequent notices issued to the company, no response was received. The company also defaulted in filing annual returns for the financial years 2020-21 and 2021-22, prompting the issuance of a show-cause notice for adjudication.
Adjudication Hearing: Despite repeated notices and opportunities provided for a hearing, neither the company nor its directors attended the proceedings. As per regulatory guidelines, the matter proceeded ex-parte due to the absence of the concerned parties.
Penalty Imposition: Taking into account the default period for the financial years 2019-20 and 2020-21, penalties were imposed on the company and its directors. Given the company’s status as a small enterprise, the penalties were halved in accordance with Section 446B of the Companies Act, 2013.
For the financial year 2019-20, a penalty of Rs. 46,150 was imposed on the company and each director, totaling Rs. 1,38,450. Similarly, for the financial year 2020-21, a penalty of Rs. 27,900 was levied on the company and each director, amounting to Rs. 83,700.
Compliance and Appeal Mechanism: The company and its directors are directed to remit the imposed penalties through the designated online portal within ninety days and intimate the ROC with proof of payment. Additionally, provision for appeal exists, allowing aggrieved parties to challenge adjudication orders before the Regional Director, Ministry of Corporate Affairs, within sixty days.
Conclusion: The adjudication order against M/s Akash Sruti Spice India Private Limited underscores the MCA’s commitment to enforcing compliance with statutory provisions. By penalizing non-compliance with annual return filing requirements, the authorities aim to instill a culture of accountability and adherence to regulatory norms within the corporate sector. This case serves as a reminder to companies and directors alike of the consequences of neglecting statutory obligations and underscores the importance of timely compliance to maintain the integrity of corporate governance frameworks.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING SHASTRI BHAVAN 26, HADDOWS ROAD NUNGAMBAKKAM, CHENNAI-6
F.NO.ROC/CHN/AKASH SRUTI/ADJ/S.92/2024 Date: 14 MAR 2024
ADJUDICATION ORDER UNDER SECTION 92 OF THE COMPANIES ACT, 2013 IN THE MATTER OF M/S AKASH SRUTI SPICE INDIA PRIVATE LIMITED
1. Appointment of Adjudicating Officer:-
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. Akash Sruti Spice India Private Limited with CIN U74999TN2018PTC125643 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at address No. 14/459,A4, Old Bus Stand, Pandalur Bazar, Nilgiris, Tamilnadu 643233. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
|
S.No. |
Particulars | Details as on F.Y. 2019-20 |
| 1. | Paid up Capital | Rs. 1,00,000/- |
| 2. | Revenue from Operation | Rs.82,575,193/- |
| Other Income | NIL | |
| Profit for the Period | Rs. 49,341 | |
| 3. | Whether it is a Holding Company | No |
| 4. | Whether it is a Subsidiary Company | No |
| 5. | Whether company registered under Section 8 of the Act? | No |
| 6. | Whether company is a small
company? |
Yes |
| 7. | Whether company registered under any other special Act? | No |
3. Directors
|
S. No. |
Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Shri. Durairaj Saratha | Director | 02.11.2018 | ….. |
| 2 | Shri. Sanjeevi Durairaj | Director | 02.11.2018 | ….. |
4. Section and Penal Provision as per Companies Act, 2013
Section 92 of the Companies Act, 2013– Annual Return:
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.
(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.
5. Issue of Adjudication Notice:
This Office has received a complaint through PG portal against the Company. Upon receipt of the complaint this office has issued a letter to the company. But no reply has been received from the company. Further, the company defaulted in filing the Statutory documents ie., for the Financial Year 2020-21 and 2021-22. Hence, this office has issued show cause for adjudication No. ROC/CHN/Adj/125643/S.92/2023 on 13.12.2023 to the company and its Officers in default for non-compliance of Section 92 of the Companies Act, 2023.
6. Reply of Company and Directors for Adjudication Notice issued:
No reply has been received from the company and its directors.
7. Adjudication Hearing:
i) Since no reply has been received from the company and its directors for the notice dated 13.12.2023, this office had issued Adjudication Hearing Notice to the subject company and directors on 12.02.2024 fixing the hearing date as 20.02.2024 at 12:00 Noon. No response received for the hearing notice dated 12.02.2024 and neither the authorized representative of the company nor the Directors attended the hearing on 20.02.2024. Hence, this office fixed another hearing for the said violation on 29.02.2024 at 11:30 AM and served the same through Post and email.
None of the representative of the Company or Directors have appeared on the date so fixed. Hence as per Rule 3(8), Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such persons (ex-parte).
(ii) Further Section 446 B of the Companies Act, 2013 states that ” if penalty is payable for non-compliance of any of the provisions of this Act by a One person Company, Small Company, Start-up company or Producer Company or by any of its Officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be shall be liable to a penalty which shall not be more than one half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an Officer who is in default or any other person, as the case may be’.
(iii) As per clause 85 of Section 2 of the Companies Act, 2013, small company means a company whose paid up capital and turn over shall not exceed four crore and rupees forty crore respectively. As per MCA portal paid up capital of the company is Rs. 1,00,000/-and turnover is Rs.31,11,504/- as per the MGT 7A filed by the company with this office for the Financial Year ending 31.03.2023. Therefore, the benefits of small company are extended to this company while adjudicating the penalty.
8. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that (i) 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 for the Financial Year 2020-21 and 2021-22 for:-
- Financial Year 2020-21 for 823 days i.e, by considering the AGM was conducted on 30.09.2021, 60 days from the date of AGM Le, 29.11.2021 to 29.02.2024 (both days are included)
- Financial Year 2021-22 for 458 days by considering the AGM was conducted on 30.09.2022, 60 days from the date of AGM i.e, 29.11.2022 to 29.02.2024 (both days are included)
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 shown in the table below:
I. FY 2019-20
| Name of person on whom penalty imposed | No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maxim Limited for penalty (Rs) | Final Penalty imposed – 50% being small company U/s. 446(B) (Rs.) |
| M/s. Akash Sruti Spice India Private Limited, Company | 823 days
|
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 823 × 100= 92,300 | 2,00,000
|
46,150
|
| Shri. Durairaj Saratha | 823 days
|
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 823× 100= 92,300 | 50,000
|
46,150
|
| Shri. Sanjeevi Durairaj | 823 days
|
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 823 × 100= 92,300 | 50,000
|
46,150
|
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.46,150/- (Rupees Forty six thousand one hundred and fifty) is imposed on the Company and Rs.46,150/- (Rupees Forty six thousand one hundred and fifty) is imposed on each of the directors. Totally Rs. 1,38,450/- (Rupees One lakh thirty eight thousand four hundred and fifty) as penalty amount for the FY 2019-20.
II. FY 2020-21
|
Name of person on whom penalty imposed |
No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maxim Limited for penalty (Rs) | Final Penalty imposed – 50% being small company U/s. 446(B) (Rs.) |
| M/s. Akash Sruti Spice India Private Limited, Company | 458 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 458 × 100= 55,800 | 2,00,000 | 27,900 |
| Shri. Durairaj Saratha | 458 days
|
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 458× 100= 55,800 | 50,000 | 27,900 |
| Shri. Sanjeevi Durairaj | 458 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 458 × 100= 55,800 | 50,000 | 27,900 |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.27,900/- (Rupees Twenty seven thousand nine hundred) is imposed on the Company and Rs.27,900/- (Rupees Twenty seven thousand nine hundred) is imposed on each of the directors. Totally Rs. 83,700/- (Rupees Eighty three thousand seven hundred) as penalty amount for the FY 2020-21.
9. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
10. ‘Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in] 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 (Adjudicating of Penalties) Rules, 2014].
11. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(i) Where company fails to comply with the order made under subsection (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, 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.
(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer 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.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
