The Registrar of Companies, Gujarat, Dadra & Nagar Haveli, acting as the Adjudicating Officer, has issued an order imposing penalties under Section 454 of the Companies Act, 2013, read with the Companies (Adjudication of Penalties) Rules, 2014, against Waheguru Coal Private Limited for violation of Section 137 of the Companies Act, 2013.
Background: Waheguru Coal Private Limited, a registered company in the state of Gujarat, failed to file its financial statements, including consolidated financial statements, for the years ending on March 31, 2016, to March 31, 2023, within the stipulated time frame of thirty days from the date of the annual general meeting, as required by Section 137(1) of the Companies Act, 2013.
Violation and Penalty: The adjudicating officer found that the company and its officers had violated Section 137(1) of the Companies Act, 2013, by failing to file the financial statements within the specified timeframe. As per Section 137(3) of the Companies Act, 2013, the company incurred a penalty of ten thousand rupees, with an additional penalty of one hundred rupees per day for the continuing failure, subject to a maximum penalty of two lakh rupees.
Imposition of Penalty: Considering the severity of the violation and after due consideration of the submissions made by the company’s representatives and the presenting officer, the adjudicating officer imposed penalties individually for each year of default. The penalty amounts were calculated based on the duration of default and the prescribed penalty rates.
Appeal and Compliance: The company has been given a period of ninety days to pay the imposed penalties. Failure to comply within this timeframe may result in further fines or even prosecution under Section 454(8) of the Companies Act, 2013.
Conclusion: The order serves as a reminder of the importance of adhering to statutory requirements and timely filing of financial statements by companies. Non-compliance can lead to significant penalties and legal consequences, emphasizing the need for strict adherence to regulatory obligations in the corporate sector.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES,
GUJARAT, DADRA & NAGAR HAVELI
ROC Bhavan, Opp. Rupal Park,
Nr. Ankur Bus Stand, Naranpura, Ahmedabad (Gujarat) – 380013.
Tel. No.: 079-27438531, Fax : 079-27438371
Website : www.mca.gov.in E-mail : roc.ahmedabad@mcagov.in
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES, GUJARAT, DADRA & NAGAR HAVELI
No. ROC-GJ/ADJ. ORDER/454(3)/WAHEGURU COAL / Sec.137(1)/ 2023-24/5737 7041
Dated: 05 MAR 2024
ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 137 OF THE COMPANIES ACT, 2013.
IN THE MATTER OF
WAHEGURU COAL PRIVATE LIMITED
(U23101GJ2010PTC062599)
Date of hearing -24.01.2024
PRESENT:
1. Shri Keerthi Thej N. (ROC), Adjudicating Officer
2. Shri Indrajit Vania (DROC), Presenting Officer.
3. Company /Officers/Director/KM P/Authorized Representative: Absent
Appointment of Adjudication Authority: –
1. The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II dated 24.03.2015 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, WAHEGURU COAL PRIVATE LIMITED (herein after referred to as “company”) is a company registered under the provisions of the Companies Act, 2013 in the State of Gujarat, having CIN: U23101GJ2010PTC062599 and presently having its registered office situated at “A-104, Aagam Enclave-A, Near Someshwar Enclave, Vesu, Surat, Gujarat, 395007, India”.
Fact of the case:
3. WHEREAS, sub-section (1) of Section 137 of the Companies Act, 2013 provides that A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed.
4. WHEREAS, copy of financial statements including consolidated financial statement along with all the documents which are required to be attached to such financial statement for the year 31.03.16 to 31.03.2023 should have been filed in this office in accordance with the provisions of Section 137(1) of the Companies Act, 2013 within 30 days from the date of adoption of the said document in the Annual General Meeting.
5. Whereas, the undersigned has reasonable cause to believe that the provisions of section 137 of the Companies Act, 2013 have not been complied with. The company and its officers in default have violated the provisions of section 137 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. 137(3) of the Companies Act, 2013.
6. Whereas, as per section 137(3) of the Companies Act, 2013, “if a company fails to file the copy of the financial statements under sub-section (1) or sub-section (2), as the case may be, before the expiry of the period specified therein, the 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 during which such failure continues, subject to a maximum of two lakh rupees and the managing director and the Chief Financial Officer of the Company, if any, and, in the absence of the managing director and the Chief Financial Officer, any other director who is charged by the Board with the responsibility of complying with the provisions of this section, and, in the absence of any such director, all the directors of the 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 fifty thousand rupees”.
Show Cause Notice and Reply/Submission of the Company/Director/Authorised Representative:-
7. Whereas, the office of the undersigned issued show cause notice under section 454 of the Companies Act, 2013 for violation of section 137(1) of the Companies Act, 2013 to the Company and its officers in default on 05.12.2023 with request to rectify the aforesaid default within 30 days of the notice. In this regard, no reply was received from the company till date. Meanwhile, the letters of company and its three directors are return back from Postal Authorities with remark of Accordingly, the Office of the Registrar of Companies vide letter No. ROC-GVADJ/Waheguru/Sec.454/Sec.137/WAHEGURU COAL/ 2023-24/4860 to 4863 dated 11.01.2024 has made an official communication with the above-named company and its directors and given opportunity of being heard on 24.01.2024 at 3.30 P.M. at the 0/o Registrar of the Companies, ROC Bhawan, Opp. Rupal Park Nr. Ankur Bus Stand, Naranpura, Ahmedabad-380013.
Submission of the Presenting Officer
8. The Presenting Officer submitted that the company has violated of sub-section (1) of Section 137 of the Companies Act, 2013 provides that a copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed the Adjudicating officer empowered to impose penalty under the provisions of section 454 r/w section 137(3) of the Companies Act, 2013.
9. The Presenting Officer has further submitted that it is observed from the Annual Return up to 30.09.2015 the paid-up capital of the company is Rs. 1,00,00,000 and Turnover is Rs. 10,77,90,542.15/-. Hence, as per the Ministry’s Notification No. G.S.R. 700(E) dated 15.09.2022, in the light of Companies (Specification of definition details) Amendment Rules, 2022 with respect to the provisions of Section 2(85) of the Companies Act, 2013, the company fall under the ambit of “small company”. Therefore, the provisions of imposing lesser penalty as per the provisions of Section 446B of the Companies Act, 2013 shall be applied to the company.
EX-PARTE ORDER:
10. While adjudging quantum of penalty under section 137 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.
11. 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.
12. The undersigned considered the submission made by the representative of the Company and Directors & Presenting Officer. Having considered the facts and circumstances of the case and after taking into account the factors above, the undersigned has reasonable cause to believe that the company and its officer(s) in default(s) have violated the provision of section 137 of the Companies Act, 2013 by delay in filing of e-form AOC-4 for the F.Y. 2015-16 to 2021-22. I hereby imposed penalty on the Company and its Officer(s) in default u/s 137(3) for violation of section 137 of the Companies Act, 2013 as per Table below:
Default for non-filing of financial Statement 2015-16, 2016-17, 2017-18, 2018-19 , 2019-20, 2020-21 & 2021-22
Nature of Default |
Violation under Companies Act, 2013 |
Company/ Directors/Officers |
No. of Days for default |
Penalty for default (Rs.) |
Penalty to be imposed for Default (Rs.) |
Maximum Limit For Penalty (Rs) |
Penalty for
|
Non filing of Financial Statement 2015-16 |
|||||||
Non filing of Financial Statement 2015-16 |
Sec. 137(1) |
WAHEGURU COAL PRIVATE LIMITED |
7 Years 29 days* |
10000+100 /Day |
10,000+2584* 100= 2,68,400 |
2,00,000/- |
1,00,000/ – |
DAVENDER SINGH BHATIA |
7 Years 29 days* |
10000+100 /Day |
10,000+2584* 100= 2,68,400 |
50,000/- |
25,000/- |
||
SUNEETA BHATIA |
7 Years 29 days* |
10000+100 /Day |
10,000+2584* 100= 2,68,400 |
50,000/- |
25,000/- |
||
KARANDEEP SINGH BHATIA |
7 Years 29 days* |
10000+100 /Day |
10,000+2584* 100= 2,68,400 |
50,000/- |
25,000/- |
||
Non filing of Financial Statement 2016-17 |
|||||||
Non filing of Financial Statement 2016-17 |
Sec. 137(1) |
WAHEGURU COAL PRIVATE LIMITED |
6 Year 29 days* |
10000+100 /Day |
10,000+2219* 100=231900 |
2,00,000/- |
1,00,000/ – |
DAVENDER SINGH BHATIA |
6 Year 29 days* |
10000+100 /Day |
10,000+2219* 100=231900 |
50,000/- |
25,000/- |
||
SUNEETA BHATIA |
6 Year 29 days* |
10000+100 /Day |
10,000+2219* 100=231900 |
50,000/- |
25,000/- |
||
KARANDEEP SINGH BHATIA |
6 Year 29 days* |
10000+100 /Day |
10,000+2219* 100=231900 |
50,000/- |
25,000/- |
||
–
Non filing of Financial Statement 2017-18 |
|||||||
Non filing of Financial Statement 2017-18 |
Sec. 137(1) |
WAHEGURU COAL PRIVATE LIMITED |
5 Years 29 days* |
10000+100/Day |
10,000+1854* 100= 195400 |
2,00,000/- |
1,00,000/- |
DAVENDER SINGH BHATIA |
5 Years 29 days* |
10000+100/Day |
10,000+1854* 100= 195400 |
50,000/- |
25,000/- |
||
SUNEETA BHATIA |
5 Years 29 days* |
10000+100/Day |
10,000+1854* 100= 195400 |
50,000/- |
25,000/- |
||
KARANDEEP SINGH BHATIA |
5 Years 29 days* |
10000+100/Day |
10,000+1854* 100= 195400 |
50,000/- |
25,000/- |
||
–
Non filing of Financial Statement 2018-19 |
|||||||
Non filing of Financial Statement 2018-19 |
Sec. 137(1) |
WAHEGURU COAL PRIVATE LIMITED |
4 Years 29 days* |
10000+100 /Day |
10,000+1489* 100= 158900 |
2,00,000/- |
1,00,000/ – |
DAVENDER SINGH BHATIA |
4 Years 29 days* |
10000+100 /Day |
10,000+1489* 100= 158900 |
50,000/- |
25,000/- |
||
SUNEETA BHATIA |
4 Years 29 days* |
10000+100/Day |
10,000+1489* 100= 158900 |
50,000/- |
25,000/- |
||
KARANDEEP SINGH BHATIA |
4 Years 29 days* |
10000+100 /Day |
10,000+1489* 100= 158900 |
50,000/- |
25,000/- |
||
–
Non filing of Financial Statement 2019-20 |
|||||||
Non filing of Financial Statement 2019-20 |
Sec. 137(1) |
WAHEGURU COAL PRIVATE LIMITED |
3 Years 29 days* |
10000+100/Day |
10,000+1124* 100= 122400 |
2,00,000/- |
1,00,000/- |
DAVENDER SINGH BHATIA |
3 Years 29 days* |
10000+100/Day |
10,000+1124* 100= 122400 |
50,000/- |
25,000/- |
||
SUNEETA BHATIA |
3 Years 29 days* |
10000+100/Day |
10,000+1124* 100= 122400 |
50,000/- |
25,000/- |
||
KARANDEEP SINGH BHATIA |
3 Years 29 days* |
10000+100/Day |
10,000+1124* 100= 122400 |
50,000/- |
25,000/- |
||
–
Non filing of Financial Statement 2020-21 |
|||||||
Non filing of Financial Statement 2020-21 |
Sec. 137(1) |
WAHEGURU COAL PRIVATE LIMITED |
2 Years 29 days* |
10000+100 /Day |
10,000+759* 100= 85900 |
2,00,000/- |
1,00,000/- |
DAVENDER SINGH BHATIA |
2 Years 29 days* |
10000+100 /Day |
10,000+759* 100= 85900 |
50,000/- |
25,000/- |
||
SUNEETA BHATIA |
2 Years 29 days* |
10000+100 /Day |
10,000+759* 100= 85900 |
50,000/- |
25,000/- |
||
KARANDEEP SINGH BHATIA |
2 Years 29 days* |
10000+100/Day |
10,000+759* 100= 85900 |
50,000/- |
25,000/- |
||
13. The noticee shall pay the amount of penalty individually for the company and its directors (out of own pocked) by way of form No. INC-28 of e-payment (available on Ministry Website mac.gov.in) under “Pay miscellaneous fees” category in MCA fee and payment Service within 90 (ninety) days 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 of this order, in 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 (Adjudicating 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 shall 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) from 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 of non-compliance 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 notice.
The adjudication notice stands disposed of with this order.
Registrar of Companies/
Adjudicating Officer
Gujarat, Dadra Nagar Haveli
