Introduction: In a recent enforcement action by the Ministry of Corporate Affairs, RBN Infrastructures India Limited has been penalized for failing to comply with Section 92(4) of the Companies Act, 2013. This section mandates the timely filing of annual returns, a fundamental compliance requirement under the Act. The Registrar of Companies (RoC), Madhya Pradesh, has issued an order under section 454, imposing penalties for violations spanning financial years 2017-18 to 2021-22. This case sheds light on the stringent enforcement of compliance regulations by Indian authorities and serves as a cautionary tale for other entities operating under the purview of the Companies Act, 2013.
Detailed Analysis: The Office of the Registrar of Companies, Madhya Pradesh, conducted an inquiry under section 206(4) of the Companies Act, 2013, revealing that RBN Infrastructures India Limited failed to file its annual returns for five consecutive financial years, from 2017-18 to 2021-22. This non-compliance attracted the penal provisions under section 92(5) of the Act, which prescribes monetary penalties for companies and their officers in default.
Despite issuing multiple notices, including Show Cause Notices and Notices of Inquiry, the company and its directors failed to respond or rectify their compliance failures. As a result, the Adjudicating Officer, appointed by the Ministry of Corporate Affairs, proceeded to impose penalties based on the extent of the default, as outlined in the Companies (Adjudication of Penalties) Rules, 2014.
The penalties imposed serve as a significant reminder of the critical nature of compliance with the Companies Act, 2013. Notably, the Act allows for escalating penalties for continued non-compliance, underscoring the importance of maintaining diligent corporate governance practices.
Conclusion: The penalization of RBN Infrastructures India Limited for failing to comply with Section 92(4) of the Companies Act, 2013, underscores the rigorous enforcement stance of the Ministry of Corporate Affairs. This case highlights the paramount importance of timely and accurate compliance filings to avoid significant penalties. It serves as a crucial reminder to all entities governed by the Companies Act to adhere strictly to filing deadlines and compliance requirements. The repercussions of non-compliance extend beyond financial penalties, potentially impacting the reputation and operational standing of companies in India. As the regulatory landscape continues to evolve, businesses must prioritize compliance management to navigate the complexities of corporate governance successfully.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
Office of The Registrar of Companies, Madhya Pradesh
Sanjay Complex,`A’ Block, 3rd Floor,
Jayendraganj, Gwalior — 474009.
Email: roc.gwalior@mca.gov.in
No. ROC-G/Adj-Penal/Order/S.92(4)/2024/3716
Dated: 20th Feb, 2024
To,
1. M/s. RBN INFRASTRUCTURES INDIA LIMITED
204, 4TH FLOOR, NANDINI APARTMENT, MORAR,
GWALIOR, MADHYA PRADESH — 474 001.
2. Mr. ASHOK KUMAR PAL, (DIRECTOR)
(FROM 30.01.2009 TO TILL DATE)
3. Mr. RAM NIWAS PAL, (DIRECTOR)
(FROM 30.01.2009 TO TILL DATE)
4. Mr. RANVEER SINGH BAGHEL, (DIRECTOR)
(FROM 28.03.2010 TO TILL DATE)
5. The Regional Director (NWR),
RoC Bhavan, Opp. Rupal Park Society,
Behind Ankur Bus Stop,
Naranpura, Ahmedabad — 380 013.
6. E-Gov Cell, MCA, for uploading the documents.
Sub: Order under section 454 for violation of Section 92(4) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014.
Sir,
Please find enclosed herewith copy of order dated 20.02.2024 passed in the matter of M/s RBN INFRASTRUCTURES INDIA LIMITED for necessary compliance.
Yours’s faithfully,
End: As above.
(Mukesh Kumar Soni)
Registrar of Companies,
Madhya Pradesh, Gwalior.
Order for Penalty for Violation of Section 92(4) of the Companies Act, 2013
In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under Sub-section (4) of Section 92 of the
Companies Act, 2013.
And
In the matter of M/s RBN INFRASTRUCTURES INDIA LIMITED
(CIN: U70102MP2009PLCO21573)
1. M/s. RBN INFRASTRUCTURES INDIA LIMITED
204, 4TH FLOOR, NANDINI APARTMENT, MORAR,
GWALIOR, MADHYA PRADESH — 474 001.
2. Mr. ASHOK KUMAR PAL, (DIRECTOR)
(FROM 30.01.2009 TO TILL DATE)
3. Mr. RAM NIWAS PAL, (DIRECTOR)
(FROM 30.01.2009 TO TILL DATE)
4. Mr. RANVEER SINGH BAGHEL, (DIRECTOR)
(FROM 28.03.2010 TO TILL DATE)
1. Appointment of Adjudicating Officer
The Ministry of Corporate Affairs vide its Gazette notification no A-42011/112/2014-Atli, dated 24.03,2015 appointed the undersigned as Adjudicating Officer (AO) in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act. The undersigned adjudicate penalties under section 12 of the Companies Act, 2013.
2. Company
Whereas Company, RBN INFRASTRUCTURES INDIA LIMITED CIN: U70102MP2009PLCO21573) [herein after known as Company] is a registered company with this office under the provisions of Companies Act, 1956/ 2013 having its registered office situated at 204, 4th Floor, Nandini Apartment, Morar, Gwalior, Madhya Pradesh, 474006, India, as per the MCA website.
|
SI. |
Particulars | Details |
| 1. | Paid-up capital (F.Y. 2011-12) | 30,00,000/- |
| 2. | Turnover (F.Y. 2011-12) | |
| a. Revenue from operation | 51,96,850/- | |
| b. Other income | NIL | |
| 3. | Holding company | No |
| 4. | Subsidiary company | No |
| 5. | Whether company registered under Section 8 | No |
| 6. | Type of Company | Public company |
| 7. | Whether company registered under any other Special Act | No |
3. Law relating to Filing of Annual Return with the Registrar: –
Section 92(4):
Every company shall file with the Registrar a copy of 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.
4. Facts of the case
Whereas this office conducted inquiry under section 206(4) of the Companies Act, 2013 and during the course of inquiry it has been found that the company has not filed its due Annual Return for financial year from 2017-18 to 2021-22 under Section 92(4) of the Companies Act, 2013. Thus, it appears that the company has violated the provisions of Section 92(4) of the Companies Act, 2013 which attracted penal provisions under section 92(5) of the Companies Act, 2013 for F.Y 2017-2018 to 2021-22.
5. Accordingly, this office had issued Show Cause Notice u/s. 92(4) of the Act vide letter no. ROC-/Adj.Pen./Sec.92(4)/RBN/AT/ 2023/3252to3255 dated 16,011024 to the registered office of the company and its officers in default, However, no reply has been submitted by the company and its directors till date.
6. Thereafter, “Notices of Inquiry” vide letter No. RoC-G/Adj.Pen./Sec.92(4)/RBN/AT/ 2023/3504-3507 dated 02.02.2024 were issued to the Company and its officer who is in default as per [Rule 3(3), Companies (Adjudication of Penalties) Rules 2014] and the date of hearing was fixed on 16.02.2024 at 11:30 AM in the Office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A block-III floor, Jayendraganj, Gwalior, Madhya Pradesh. Mr. Ram Niwas Pal, Director of company has submitted his reply, which is received on 01.02.2024.
7. No representative of the Company or Directors have appeared on the date so fixed 16.02.2023 at 11:30 A.M. As, no one appeared, hence, as per Rule 3(8), Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded ex-parte.
8. Penalty Provision for violation: –
Non-compliance of section 92(4) would result in penal action under section 92(5) which read as under:
Section 92(5) :
If any company fails to file its annual return under sub-section (4) before the expiry of the period specified 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 latch rupees in case of a compa, thousand rupees in case of an officer who is in default.
9. Order
Having Considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that the Company and its officers in default are liable for penalty as prescribed under Section 92(5) of the Act for default is made in complying with the requirements of Section 92(4) of the Act by the company viz. RBN INFRASTRUCTURES INDIA LIMITED for Financial Year 2017-18 to 2021-22, in terms of section 92(4) of the Companies Act, 2013.
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:
(Financial Year 2017-18 to 2021-22)
| Financial Year | Period | No. of days of defaults |
| 2017-18 | 29.11.2018 to 16.02.2024 | 1904 |
| 2018-19 | 29.11.2019 to 16.02.2024 | 1539 |
| 2019-20 | 29.11.2020 to 16.02.2024 | 1174 |
| 2020-21 | 29.11.2021 to 16.02.2024 | 809 |
| 2021-22 | 29.11.2022 to 16.02.2024 | 444 |
(Penalty amount for non-filing of Annual Return u/s 92 for he Financial Year 2017-18)
| Nature of Default | Relevant sectionunder the Companies Act, 2013 |
Name of persons on whom penalty is imposed | No, of
days of default |
Total Penalty as per Section 92(5) | Maximum Penalty (Rs.) | Final Penalty imposed
(Rs.) |
| A | B | C | D | E | F | G |
| Non filing of Annual Return | S.92(4) | On Company | 1904 | Rs. 10,000/- (100×1904) 1,90,400/-Total =2,00,400/- | 2,00,000 | 2,00,000 |
| Mr. ASHOK KUMAR PAL, (DIRECTOR) | 1904 | Rs. 10,000/- +
(100×1904) 1,90,400/- Total ––-2,00,400/- |
50,000 | 50,400 | ||
| Mr. RAM NIWAS PAL, (DIRECTOR) | 1904 | Rs. 10,000/- (100×1904)
1,90,4001- Total –;2,00,400/- |
50,000 | 50,400 | ||
| Mr. RANVEER SINGH | 1904 | Rs. 10,000/- +
(100×1904) 1 ,90,400/- Total =2,00,400/- |
50,000 | 50,000 | ||
| RACHEL, (DIRECTOR) |
(Penalty amount for non-filing of Annual Return u/s 92 for the Financial Year 2018-19)
|
Nature of Default |
Relevant section under the Companies Act, 2013 | Name of persons on whom penalty is imposed | No. of days of default | Total Penalty as per Section 92(5) | Maximum Penalty (Rs.) | Final Penalty imposed (Rs.) |
| A | B | C | E | |||
| Non filing of Annual Return | S.92(4) | On Company | 1539 | Rs. 10,000/- (100×1539)
1,53,900/- Total =1,63,900/- |
2,00,000 | 1,63,900 |
| Mr. ASHOK
KUMAR PAL, (DIRECTOR) |
1539 | Rs. 10,000/- + (100×1539) 1,53,900/- Total =1,63,900/- | 50,000 | 50,000 | ||
| Mr, RAM NIWAS PAL, (DIRECTOR) | 1539 | Rs. 10,000/- + (100×1539) 1,53,900/- Total =1,63,900/- | 50,000 | 50,000 | ||
| Mr. RANVEER SINGH BAGHEL, (DIRECTOR) | 1539 | Rs. 10,000/- + (100×1539) 1,53,9001- Total =1,63,900/- | 50,000 | 50,000 |
(Penalty amount for non-filing of Annual Return u/s 92 for the Financial Year 2019-20)
| Nature of Default | Relevant section under the Companies Act, 2013 |
Name of persons on whom penalty is imposed | No. of days of default | Total Penalty as per Section 92(5) | Maximum Penalty (Rs.) | Final Penalty imposed (Rs.) |
| A | B | C | 1) | E | F | |
| Non filing of Annual Return | S.92(4) | On Company | 1174 | Rs. 10,000/- +(100×1174) 1,17,40 0f- Total =1,27,400/- | 2,00,000 | 1,27,400 |
| Mr. ASHOK KUMAR PAL, (DIRECTOR) | 1174 | Rs. 10,000/- +(100×1174) 1,17,400/- Total =1,27,400/- | 50,000 | 50,000 | ||
| Mr. RAM NIWAS PAL, (DIRECTOR) | 1174 | Rs. 10,000/- + (100×1174) 1,17,400/- Total =1,27,400/- | 50,000 | 50,000 | ||
| Mr. RANVEER SINGH BAGHEL, (DIRECTOR) | 1174 | Rs. 10,000/- + (100×1174) 1,17,400/- Total =1,27,400/- | 50,000 | 50,000 |
(Penalty amount for non-filing of Annual Return u/s 92 for the Financial Year 2020-21)
|
Nature of Default |
Relevant section under the Companies Act, 2013 |
Name of persons on whom penalty is imposed | No. of days of default | Total Penalty as per Section 92(5) | Maximum Penalty (Rs.) | Final Penalty imposed (Rs.) |
| A | B | C | D | E | F | G |
| Non filing of Annual Return | S.92(4) | On Company | 809 | Rs. 1Q,000/- + (100×809) 80,900/- Total =90,900/- | 2,00,000 | 90,900 |
| Mr. ASHOK KUMAR PAL, (DIRECTOR) | 809 | Rs. 10,000/- + (100×809) 80,900/- Total =90,900/- | 50,000 | 50,000 | ||
| Mr. RAM NIWAS PAL, (DIRECTOR) | 809 | Rs. 10,000/- + (100×809) 80,900/- Total =90,900/- | 50,000 | 50,000 | ||
| Mr. RANVEER SINGH BAGHEL, (DIRECTOR) | 809 | Rs. 10,000/- + (100×809) 80,900/- Total –=90,900/- | 50,000 | 50,000 |
(Penalty amount for non-filing of Annual Return u/s 92 for the Financial Year 2021-22)
|
Nature of Default |
Relevant section under the Companies Act, 2013 |
Name of persons on whom penalty is imposed | No. of days of default | Total Penalty as per Section 92(5) | Maximum Penalty (Rs.) | Final Penalty imposed
(Rs.) |
| A | B | C | D | E | F | G |
| Non filing of Annual Return | S.92(4) | On Company | 444 | Rs. 10,000/- +(100×444) 44,400/- Total =54,400/- | 2,00,000 | 54,400 |
| Mr. ASHOK KUMAR PAL, (DIRECTOR) | 444 | Rs. 10,000/- +
(100×444) 44,400/- Total =54,400/- |
50,000 | 50,000 | ||
| Mr. RAM NIWAS PAL, (DIRECTOR) | 444 | Rs. 10,000/- + (100×444) 44,400/- Total =54,400/- | 50,000 | 50,000 | ||
| Mr. RANVEER SINGH BAGHEL, (DIRECTOR) | 444 | Rs. 10,000/- + (100×444) 44,400/- Total =54,400/- | 50,000 | 50,000 |
10. The company and its officers who is in default are hereby directed to pay the penalty amount as per column no. G of above Table. I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Notice and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/ income. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office for the financial year 2017-18 to 2021-21
11. Your attention is also twenty-five Section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, 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 and officer in default 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 both.
12. Appeal against this order may be filed in writing with the Hon’ble Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad 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 this order. (Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014).
13. In Terms of The Provisions of Sub-Rule (9) Of Rule 3 Of The Companies (Adjudication Of Penalties) Rules, 2014, copy of the order is being sent to M/s. RBN INFRASTRUCTURES INDIA LIMITED 204, 4TH FLOOR, NANDINI APARTMENT, MORAR, GWALIOR, MADHYA PRADESH — 474 001, Mr. ASHOK KUMAR PAL, (DIRECTOR), M.J.S. COLLEGE KE SAMNE, SWATAN IRA NAGAR, BHIND — 477 001, MADHYA PRADESH, Mr. RAM NIWAS PAL, (DIRECTOR), 26 SURYA VIHAR COLONY, PINTO PARK, MORAR, GWALIOR — 474 006, MADHYA PRADESH, Mr. RANVEER SINGH BAGHEL, (DIRECTOR), VILL DAGAR, PO BARASO MEHGAON, BHIND — 477 557, MADHYA PRADESH and Regional Director (NWR), Naranapura, Ahmedabad and will also be Uploaded On MCA Website.
The adjudication notice stands disposed off with this order.
(Pauxesh Kumar Soni)
Adjudicating officer & Registrar of Companies,
Madhya Pradesh, Gwalior.
Signed on this 20th day of February 2024,
Place: Gwalior, Madhya Pradesh.
Cony to: –
1. The Regional Director (NWR),
RoC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop,
Naranpura, Ahmedabad — 380 013,
2. E-Gov Cell, MCA.
