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Introduction: The Registrar of Companies, Chennai, has imposed penalties on M/s Nadesh Trade Impex Private Limited for its failure to file financial statements as required under Section 137 of the Companies Act, 2013. This adjudication order details the violation, the adjudication process, and the decision taken by the adjudicating officer.

Background: M/s Nadesh Trade Impex Private Limited is a registered company under the Companies Act, 2013, with its registered office located in Chennai, Tamil Nadu. The company has failed to file its financial statements for the financial year ending on 31.03.2018, as required by law.

Directors: Sanjay Kumar Sharma, the whole-time director of the company, is held responsible for the violation.

Legal Provision and Violation: Section 137 of the Companies Act, 2013, mandates companies to file copies of their financial statements with the Registrar of Companies within 30 days of the annual general meeting (AGM). Failure to comply with this provision incurs penalties on the company and its officers in default.

Adjudication Process: An inquiry was conducted under Section 206(4) of the Companies Act, 2013, regarding the non-filing of financial statements by M/s Nadesh Trade Impex Private Limited. Subsequently, show-cause notices were issued to the company and its officers in default for non-compliance with Section 137. Despite repeated attempts, no response was received from the company or its directors.

Decision and Penalty Imposition: After considering the facts and circumstances, the adjudicating officer concluded that the company and its officers in default are liable for penalties as prescribed under Section 137(3) of the Companies Act, 2013. The penalty was calculated based on the number of days of default, resulting in a total penalty of Rs. 1,91,600 for the company and Rs. 50,000 for the whole-time director.

Payment and Appeal: The imposed penalties must be paid online through the MCA portal within 90 days of receiving the order. The company and its director have the option to file an appeal against the order with the Regional Director (SR), Ministry of Corporate Affairs, within 60 days.

Consequences of Non-Compliance: Failure to comply with the order within the specified period may result in further fines or imprisonment as per Section 454(8) of the Companies Act, 2013.

Conclusion: The penalties imposed on M/s Nadesh Trade Impex Private Limited highlight the importance of timely compliance with statutory requirements regarding the filing of financial statements. Companies must fulfill their obligations to maintain transparency and accountability in their financial reporting.

***

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6

F.NO.ROC/CHN/NADESH TRADE/ADJ/S.137/2024 DATE: 19 MAR 2024

ADJUDICATION ORDER UNDER SECTION 137 OF THE COMPANIES ACT, 2013
IN THE MATTER OF M/S NADESH TRADE IMPEX 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. Nadesh Trade Impex Private Limited with CIN: U74999TN2016PTC112240 (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 MCA-21 Registry at at Ground Floor, Office No.6, Barrack Arcade, No.64, Perambur Barracks Road, Purasaiwalkam, Chennai 600007. The financial & other details of the subject company as available on MCA-21 portal is stated as under:

S.No. Particulars Details as per filing for FY 2016-17
1. Paid up Capital Rs. 1,50,000/‑
2. a. Revenue from Operation Rs.20,55,68,648.7/-
b. Other Income NIL
c. Profit for the Period Rs.1,81,959.43/-
3. Whether it is a Holding Company
4. Whether it is a Subsidiary Company Note: The company has not filed financial statements and Annual Return since 2017-18.
5. Whether company registered under Section 8 of the Act? No
6. 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. Sanjay Kumar Sharma Whole time Director 30.08.2016 …..

4. Section and Penal Provision as per Companies Act, 2013

Section 137 of the Companies Act, 2013- Copy of financial statement to be filed with Registrar:

1) 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.

(3) 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 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 after the first during which such failure continues, subject to a maximum of fifty thousand rupees.

5. Issue of Adjudication Notice:

This Office has conducted an Inquiry U/s 206 (4) of the Companies of the Companies Act, 2013 in the matter of M/s. Nadesh Trade Impex Private Limited. The Inquiry report states that the company has not filed Annual Returns and Balance sheet for the financial year ending on 31.03.2018. After that this office has issued show cause for adjudication vide letters No. ROC/CHN/112240/S.137/P.2/ INQUIRY FOLLOW UP/ 2020 on 09.05.2022 to the company and its Officers in default for non-compliance of Section 137 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:

Since no reply has been received from the company and its directors for the Adjudication notice, this office had issued Adjudication Hearing Notice to the subject company and Officers in default on 15.09.2023 fixing the hearing date as 21.09.2023 at 03:30 PM. No response was received for the hearing notice dated 15.09.2023 and neither the authorized representative of the company nor the Directors attended the hearing on 21.09.2023. Hence, this office fixed final hearing for the said violation on 19.10.2023 at 03:.00PM vide notice dated 13.10.2023 and served the same through Post and email. Pursuant to the hearing notice dated 13.10.2023, Shri. Sanjay Kumar Sharma, Whole Time Director has appeared before the Adjudicating Authority on 19.10.2023 at 03:.00 PM and made submissions that “the said violation may be adjudicated and accepted to pay the penalty as prescribed under Section 137(3) of the Companies Act, 2013”.

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 137(3) of the Act for non-filing of financial statements for the Financial Year ending on 31.03.2018.

  • Financial Year 2017-18 for 1816 days i.e, by considering the AGM was conducted on 30.09.2018, 30 days from the date of AGM i.e, 29.10.2018 to 19.10.2023 (both days are included)

Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 3 of Section 137 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 2017-18

Name of person on whom penalty imposed No of days of
default
Penalty for default (Rs) Total Penalty (Rs) Maximum Limit for penalty (Rs) Penalty Imposed (Rs)
M/s. Vivan Trade Impex Private Limited, Company 1816 days Rs.10,000 + Rs.100

per day (for
continuing failure)

10,000 + 1816 x 100= 191600 2,00,000 1,91,600
Sanjay Kumar Sharna, Whole
Time Director
1816 days Rs.10,000 +   Rs.100

per day (for
continuing failure)

10,000 + 1816 x 100= 191600 50,000 50,000

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.1,91,600 (Rupees One lakh ninety one thousand six hundred) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on the Officer in default. Totally Rs. 2,41,600/- (Rupees Two lakhs forty one thousand six hundred) as penalty amount for the FY 17-18.

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, Chennai­600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADT [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 cam, 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

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