The case revolves around the non-compliance of filing e-form MGT-14 in respect to the approval of the Board Report by the Board of Directors for the fiscal years 2014-15 to 2018-19, under section 117 r.w. with section 179 of the Companies Act, 2013. The violation led to the imposition of a penalty by MCA, signifying the strict enforcement of these regulations.
BEFOR THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES, GUJARAT, DADRA & NAGAR HAVELI
No. ROC-Guj/Yuva Nidhi/Adj. Order/Sec. 117/2023/1104 to 1109 Dated 25 MAY 2023
Ex-PARTE ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 117 r.w. 179 OF THE COMPANIES ACT, 2013.
IN THE MATTER OF M/s. YUVA NIDHI COMPANY LIMITED.
(U65991GJ2013PLC077222)
Presents
Date of hearing-09.05.2023
(1) Shri C. Mishra- Adjudicating Officer
(2) Shri Gajanan Kate- Presenting Officer
(3) Shri Niranjan Lal Yadav-Junior Technical Assistant
Company/Officers in Default/Authorized Representative:
1. Mr. ATUL KUMAR SINGH (Director)
2. Mr. MEHULKUMAR UPENDRABHAI VYAS (Director)
3. Mr. SURENDRASINGH SABHAJIT SINGH RAJPUT (Director)
4. Mr. RAVINDERSINGH RAMJISINGH (Director)
Appointment of Adjudication Authority: –
1. The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad. If dated 03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred under section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 (Notification No. GSR 254(E) dated 31.03.2014) for adjudging penalties under the provisions of Act.
Company:
2. Whereas, M/s. Yuva Nidhi Company Limited (herein after referred to as “the Company”) is a Company registered under the provisions of the Companies Act, 1956/2013 in the State of Gujarat, having CIN (U65991GJ2013PLC077222) on 15.10.2013 and presently having its registered office situated at E- 407, Galaxy Arcade Commercial CO. OP. Soc, B/H Galaxy Avenue, Opp. Galaxy Cinema, Naroda, Ahmedabad, Gujarat, 382330, India.
Fact of the case:
3. WHEREAS Pursuant to the provision of section 117 read with section 179 of the Companies Act, 2013, specified board resolutions are required to be filed by e form MGT-14 to the Registrar of the Companies. It is observed that e-form MGT-14 in respect of approval of Board Report by the Board of Directors for FY 2014-15, FY 2015-16, FY 2016-17, FY 2017-18 and FY 2018-19, under section 117 read with section 179 of the Companies Act, 2013
4. WHEREAS, Section 117(2) of the Companies Act, 2013 provides that If any company fails” to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failures with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand
5. WHEREAS, It is observed that e-form MGT-14 in respect of approval of Board Report by the Board of Directors for FY 2014-15, FY 2015-16, FY 2016-17, FY 2017-18 and FY 2018-19, under section 117 read with section 179 of the Companies Act, 2013 were not filed by the company. Hence, the Company and its officer(s) made violation of section 117 read with section 179 of the Companies Act, 2013
6. Whereas, the undersigned has reasonable cause to believe that the provisions of section 117 r.w. with section 179 of the Companies Act, 2013 has not been complied with. The company and its officers in default have violated the provisions of section 117 r.w. with section 179 of Companies Act, 2013 which may be adjudicated under the purview of section 454(3) of the Companies Act, 2013. The Company and every officer of the Company who is in default are liable to be penalized u/s Section 117(2) of the Companies Act, 2013.
Show Cause Notice, reply and personal hearing:-
7. Whereas, the office of the undersigned issued adjudication notice under section 454 of the Companies Act, 2013 for violation of section 117 r.w. with section 179 of the Companies Act, 2013 to the Company and its officers in default on 28.04.2023 and also opportunity of being heard was given on 09.05.2023.
8. In response to the adjudication notice dated 28.04.2023 issued by the undersigned, neither the company nor the directors have replied nor attended the said hearing.
Submission of Presenting Officer:
The presenting officer submitted that sufficient opportunity has been given the company and its officers in default but it appears that neither they submitted reply nor appear for physical hearing as per schedule fixed. It is further submitted that the company and its officers in default have violated the provisions of section 117 r.w. 179 of the Companies Act, 2013. Hence, the Adjudicating Authority has empowered u/s 454 of the Companies Act, 2013 to impose penalty u/s 117(2) for Violation of section 117 r.w. 179 of the Companies Act, 2013.
ORDER:
9. While adjudging quantum of penalty under section 117 r.w. with section 179 of the Companies Act, 2013, the Adjudication Officer shall have due regard to the following factors, namely:
(a) The amount of disproportionate gain or unfair advantage, whenever quantifiable, made as a result of default.
(b) The amount of loss caused to an investor or group of investors as a result of the default.
(c) The repetitive nature of default.
10. With regard to the above factors to be considered while determining the quantum of penalty, it is noted that the disproportionate gain or unfair advantage made by the notice or loss caused to the investor as a result of the delay on the part of the notice to redress the investor grievance are not available on the record. Further, it may also be added that it is difficult to quantify the unfair advantage made by the notice or the loss caused to the investors in a default of this nature.
11. Having considered the facts and circumstances of the case and after taking into accounts the factors above, the undersigned has reasonable cause to believe that the company and its officers have failed to deposit the penalty for violation of section 117 r.w. with section 179 of the Companies Act, 2013. I hereby impose a penalty on company and its Directors / officer in default as per Table below for violation of section 117(2) of the Companies Act, 2013 and the matter stands disposed off.
12. Penalty on company and Officers in default for the aforesaid default are as under:
13. The noticee shall pay the amount of penalty individually for the company and its directors (out f own pocked) by way of form No. INC-28 of e-payment (available on Ministry Website www.mac. .v.in) under “Pay miscellaneous fees” category in MCA fee and payment Service within 90 (ninety) drys of this order and the Challan/SRN generated after payment of penalty through online mode shall be forwarded to this office along with the copy of form No.INC- 28.
14. Appeal if any, against this order may be filed in writing with the Regional Director, North Western Regional, Ministry of Corporate Affairs, ROC Bhavan, Opp. Rupal Park, Nr. Ankur Bus stand, Naranpura, Ahmedabad (Gujarat) 380 013 within a period of sixty days from the date of receipt f this order, in e-Form ADJ setting forth the grounds of appeal and shall be accompanied by the certified copy of this order. (Section 454 of the Companies Act, 2013 read with the Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019).
15. Please note that as per the provisions of section 454(8)(i) of the Companies Act, 2013, where company does not pay the penalty imposed by the Adjudication officer or the Regional Director within a period of Ninety days (90 days) from the date of the receipt of the copy or order, the company s all be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakhs rupees. Further as per section 454(8)(ii) of the Companies Act, 2013, where an officer of a company who is in default does not pay the penalty within a period of Ninety days (90 days) fr m the date of receipt of the copy of the order, such officers 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.
16. Your attention is also invited to section 454(8) of the Companies Act, 2013 in the event o I noncompliance of this order which provides that in case of default in payment of penalty, prosecution will be filed u/s. 454(8)(ii) of the Companies Act, 2013 at your own costs without any further The adjudication notice stands disposed of with this order.
(R. C. MISH) ICLS
Adjudicating officer,
Registrar of Companies,
Gujarat, Dadra and Nagar Haveli.
