The Registrar of Companies, Madhya Pradesh, has issued an order imposing penalties on Dice Enterprises Private Limited and its directors, Prashant Singh Kushwah and Lakshya Jain, for their failure to comply with Section 117(1) of the Companies Act, 2013. The penalties were imposed due to the company’s delay in filing Form MGT-14, which is required for certain corporate actions. The order details the violations, relevant provisions of the Companies Act, and the penalties imposed on the company and its officers.
Background
Dice Enterprises Private Limited, a registered company under the Companies Act, 2013, located at 203A, Sector, Nyay Nagar, Indore, failed to file Form MGT-14 within the stipulated time frame after passing a Special Resolution at an Extraordinary General Meeting held on 27.07.2021. The company eventually filed the form on 08.01.2024, resulting in a default period from 26.08.2021 to 07.01.2024.
Violation and Provisions
As per Section 117(1) of the Companies Act, 2013, every resolution passed by a company, including those altering the articles, must be filed with the Registrar of Companies within thirty days of passing. Failure to do so attracts penalties under Section 117(2), which include a base penalty of ten thousand rupees and additional penalties for continuing failure.
Adjudication Process
The Registrar initiated adjudication proceedings under Section 117(1) against Dice Enterprises Private Limited and its directors. Notices of inquiry were issued, and a hearing was conducted on 10th April 2024, during which the company’s representative attended.
Penalties Imposed
Considering the facts and circumstances, the Registrar concluded that the company and its officers were liable for penalties under Section 117(2). The penalties imposed on the company and its directors were as follows:
- Dice Enterprises Private Limited: Rs. 48,250/-
- Prashant Singh Kushwah (Director): Rs. 25,000/-
- Lakshya Jain (Director): Rs. 25,000/-
*****
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: roe.gwalior(&,mca.gov in
No. ROC-G/Adj. Pen./u/s. 117(1)Dice/63
Dated: 10 APR 2024
1. M/s. Dice Enterprises Private Limited, 203A, Sector, Nyay Nagar, Indore 452010,
M.P.
E-mail I.D.: Prashant&iantrepriz.com
(Default period: 26.08.2021 to 07.01.2024).
2. Prashant Singh Kushwah S/o. Sh. Shivbirsingh, director (DIN-08051293), Flat
No. 302, Mohan Apartment Baner, Prashan Link Road, Haveli- 411021,
Maharashtra.
E-mail I.D.: orashant(&,antrepriz.com
(Default period: 26.08.2021 to 07.01.2024).
3. Lakshya Jain S/o. Sh. Rajesh Jain, director (DIN- 07994521), Flat No. 301
Mohan Apartment Prashan Link Road, Haveli 411021, Maharashtra.
E-mail I.D.: lakshyaAantrepriz.com
(Default period: 26.08.2021 to 07.01.2024).
4. Regional Director, North-Western Region, Ministry of Corporate Affairs, Ahmedabad Gujarat).
5. E-governance cell for uploading the documents.
(Mukesh Kumar Soni, ICLS)
Registrar of Companies,
Madhya Pradesh, Gwalior
In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under sub-section (1) of Section 117
of the Companies Act, 2013.
And
In the matter of M/s. Dice Enterprises Private Limited
(CIN- U74999MP2018PTC044878)
Date of hearing 10th April, 2024
Appointment of adjudicating officer:
1. Ministry of Corporate Affairs vide its Gazette
Non-Filing of MGT-14: MCA Imposes Penalty on Dice Enterprises P. Ltd.
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: roe.gwalior(&,mca.gov in
No. ROC-G/Adj. Pen./u/s. 117(1)Dice/63
Dated: 10 APR 2024
1. M/s. Dice Enterprises Private Limited, 203A, Sector, Nyay Nagar, Indore 452010,
M.P.
E-mail I.D.: Prashant&iantrepriz.com
(Default period: 26.08.2021 to 07.01.2024).
2. Prashant Singh Kushwah S/o. Sh. Shivbirsingh, director (DIN-08051293), Flat
No. 302, Mohan Apartment Baner, Prashan Link Road, Haveli- 411021,
Maharashtra.
E-mail I.D.: orashant(&,antrepriz.com
(Default period: 26.08.2021 to 07.01.2024).
3. Lakshya Jain S/o. Sh. Rajesh Jain, director (DIN- 07994521), Flat No. 301
Mohan Apartment Prashan Link Road, Haveli 411021, Maharashtra.
E-mail I.D.: lakshyaAantrepriz.com
(Default period: 26.08.2021 to 07.01.2024).
4. Regional Director, North-Western Region, Ministry of Corporate Affairs, Ahmedabad Gujarat).
5. E-governance cell for uploading the documents.
(Mukesh Kumar Soni, ICLS)
Registrar of Companies,
Madhya Pradesh, Gwalior
In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under sub-section (1) of Section 117
of the Companies Act, 2013.
And
In the matter of M/s. Dice Enterprises Private Limited
(CIN- U74999MP2018PTC044878)
Date of hearing 10th April, 2024
Appointment of adjudicating officer:
1. Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II dated 24.03.2015 appointed undersigned as adjudicating officer in exercise of the powers conferred by Section 454 of the Companies Act, 2013 (hereinafter known as “Act” ) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudicating penalties under the provisions of this Act.
Company:
2. Whereas company Dice Enterprises Private Limited (CIN-U74999MP2018PTC044878) [herein after known as company] is a registered company with this office under the provisions of Companies Act, 2013 having its registered office situated at 203A, Sector, Nyay Nagar, Indore 452010, M.P. as per the MCA website.
| Si. No. |
Particulars | Details |
| 1. | Paid-up capital (F.Y. 2022-23) | 1,00,000 |
| 2. | Turnover (F.Y. 2022-23) | 3,87,48,996 |
| a. Revenue from operation | 3,86,08,857 | |
| b. Other income | 1,40,139 | |
| 3. | Holding company | NO |
| 4. | Subsidiary company | NO |
| 5. | Whether company registered under Section 8 | NO |
| 6. | Whether company registered under any other Special Act | NO |
Facts about the case:
3. Whereas, this office has received an application on suo moto basis under section 454 of the Companies Act, 2013 for violation under Section 117 of the Companies, 2013 for adjudication of penalty for delay filing in Form MGT-14. As per information available on MCA21 data base, the company has filed MGT-14 for authorization for issue of convertible Note by passing Special Resolution at their Extra Ordinary General Meeting held on 27.07.2021. Pursuant to Section 117 of the Companies Act, 2013, the applicant company was required to file Form MGT-14 within 30 days from the date of passing Special Resolution. However, the company has not filed MGT-14 within stipulated time frame. The company has made a default good by filing e-form MGT 14 for Special Resolution passed on 27.07.2021 on 08.01.2024 vide SRN AA6556059. Hence, it appears that company and its officers has violated the provisions of Section 117(1) of the Companies Act, 2013 and are liable for penal action u/s. 117(2) of the Companies Act, 2013.
Relevant provisions of the Companies Act, 2013:
Section: 117(1)
A copy of every resolution or any agreement in respect of matters specified in sub-section together with the explanatory statement under Section 102, if any annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed; Provided that the copy of every resolution which has the effect of altering the articles and the copay of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.
Section 117(2):
If any company fails to file the resolution or the agreement under sub-sectionl 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 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.
4. Subsequently, this office had issued notice of inquiry vide No. ROC-G/Adj. Pen./ u/ s. 117(1)/ Dice/ 33 to 35 dated 08.04.2024 were issued to the company and its officers in default. As per [Rule 3(3), companies (Adjudication of Penalties) Rules, 2014 and the date of hearing was fixed on 10.04.2024 at 11.00 A.M. in the office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A-Block, 3rd Floor, Jayendraganj, Gwalior.
5. On the date of hearing i.e. 10.04.2024 Sh. Neeraj Agrawal, Company Secretary on behalf of company has attended the hearing.
6. The company covered under the definition of small company, therefore, Section 446B is applicable as under:
Section 446B:
Notwithstanding anything contained in this Act, 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.
7. Order:
Having considered the facts and circumstances of the case and after taking into account the factors above and letter dated 08.04.2024 issued by ROC, Gwalior, it is concluded that the company is liable for penalty as prescribed under Section 117(1) of the Act, 2013 for the period from 26.08.2021 to 07.01.2024 i.e. 865 days viz. Dice Enterprises Private Limited, in terms of Section 117(3) of the Act.
8. Accordingly, I am inclined to impose a penalty as prescribed under Subsection 2 of section 117 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
| Period | No. of days of defaults |
| 26.08.2021 to 07.01.2024 | 865 |
(Penalty amount u/s. 117 for 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 117(2) | Penalty imposed |
Final penalty imposed u/s. 446B |
| Non- filing of MGT- 14 | S. 117(1) | On company | 865 | Rs. 10,000/-+ (100×865) Rs. 96,500/-. Maximum penalty Rs. 2,00,000/- |
Rs. 96,500/- | Rs. 48,250/- |
| Prashant Singh Kushwah |
865 | Rs. 10,000/-+ (100×865) Rs. 96,500/- Maximum penalty Rs. 50,000/- |
Rs. 50,000/- | Rs. 25,000/- | ||
| Lakshya Jain | 865 | Rs. 10,000/-+ (100×865) Rs. 96,500/- Maximum penalty Rs. 50,000/- |
Rs. 50,000/- | Rs. 25,000/- |
9. 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.
10. The penalty amount shall be remitted by the company through MCA21 portal within 60 days from the date of order. The company needs to file INC-28 as per the provisions of the act attaching the copy of adjudication order alongwith payment challans.
11. Any person aggrieved by the order of adjudicating authority under Section 3 of Section 454 may prefer an appeal to the Regional Director having jurisdiction in the matter.
12. Every appeal under sub-section (5) of section 454 shall be filed within 60 days from the date on which the copy or order made by the adjudicating authority is received by the aggrieved person and shall be in such form, manner and be accompanied by such fee as may be prescribed.
13. As per Section 454(8) (i) where a company fails to comply with the order made under sub-section (3) or sub-section (7) as the case may be within a period of 90 days from the date of receipt of the copy of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand but which may extend to five lakh rupees.
14. 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 90 days from the date of receipt of the order such officer shall be punishable with imprisonment which may extend to six months or with the fine which shall not be less than twenty five thousands rupees but which may extend to one lakh or with both.
15. This order is without prejudice to the rights available to this office to initiate separate action including but not limited to the penal actions for contraventions of related, incidental and/or continuing offences/ contraventions.
16. In terms of the provisions of sub-rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 copy of the order is being sent to M/s. M/s. Dice Enterprises Private Limited, 203A, Sector, Nyay Nagar, Indore 452010, M.P., Sh. Prashant Singh Kushwah S/o. Sh. Shivbirsingh, director (DIN-08051293), Flat No. 302, Mohan Apartment Baner, Prashan Link Road, Haveli- 411021, Maharashtra, Sh. Lakshya Jain S/o. Sh. Rajesh Jain, director (DIN- 07994521), Flat No. 301, Mohan Apartment Prashan Link Road, Haveli 411021, Maharashtra, Regional Director, North-Western Region, Ministry of Corporate Affairs, Ahmedabad (Gujarat), E-governance cell for uploading the documents on MCA website.
The adjudication notice stand disposed off with this order.
(Mukesh Kumar Soni, ICLS)
Registrar of Companies,
Madhya Pradesh, Gwalior.
Order dated 10.04.2024
Place: Gwalior, Madhya Pradesh.
appointed undersigned as adjudicating officer in exercise of the powers conferred by Section 454 of the Companies Act, 2013 (hereinafter known as “Act” ) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudicating penalties under the provisions of this Act.
Company:
2. Whereas company Dice Enterprises Private Limited (CIN-U74999MP2018PTC044878) [herein after known as company] is a registered company with this office under the provisions of Companies Act, 2013 having its registered office situated at 203A, Sector, Nyay Nagar, Indore 452010, M.P. as per the MCA website.
| Si. No. |
Particulars | Details |
| 1. | Paid-up capital (F.Y. 2022-23) | 1,00,000 |
| 2. | Turnover (F.Y. 2022-23) | 3,87,48,996 |
| a. Revenue from operation | 3,86,08,857 | |
| b. Other income | 1,40,139 | |
| 3. | Holding company | NO |
| 4. | Subsidiary company | NO |
| 5. | Whether company registered under Section 8 | NO |
| 6. | Whether company registered under any other Special Act | NO |
Facts about the case:
3. Whereas, this office has received an application on suo moto basis under section 454 of the Companies Act, 2013 for violation under Section 117 of the Companies, 2013 for adjudication of penalty for delay filing in Form MGT-14. As per information available on MCA21 data base, the company has filed MGT-14 for authorization for issue of convertible Note by passing Special Resolution at their Extra Ordinary General Meeting held on 27.07.2021. Pursuant to Section 117 of the Companies Act, 2013, the applicant company was required to file Form MGT-14 within 30 days from the date of passing Special Resolution. However, the company has not filed MGT-14 within stipulated time frame. The company has made a default good by filing e-form MGT 14 for Special Resolution passed on 27.07.2021 on 08.01.2024 vide SRN AA6556059. Hence, it appears that company and its officers has violated the provisions of Section 117(1) of the Companies Act, 2013 and are liable for penal action u/s. 117(2) of the Companies Act, 2013.
Relevant provisions of the Companies Act, 2013:
Section: 117(1)
A copy of every resolution or any agreement in respect of matters specified in sub-section together with the explanatory statement under Section 102, if any annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed; Provided that the copy of every resolution which has the effect of altering the articles and the copay of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.
Section 117(2):
If any company fails to file the resolution or the agreement under sub-sectionl 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 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.
4. Subsequently, this office had issued notice of inquiry vide No. ROC-G/Adj. Pen./ u/ s. 117(1)/ Dice/ 33 to 35 dated 08.04.2024 were issued to the company and its officers in default. As per [Rule 3(3), companies (Adjudication of Penalties) Rules, 2014 and the date of hearing was fixed on 10.04.2024 at 11.00 A.M. in the office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A-Block, 3rd Floor, Jayendraganj, Gwalior.
5. On the date of hearing i.e. 10.04.2024 Sh. Neeraj Agrawal, Company Secretary on behalf of company has attended the hearing.
6. The company covered under the definition of small company, therefore, Section 446B is applicable as under:
Section 446B:
Notwithstanding anything contained in this Act, 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.
7. Order:
Having considered the facts and circumstances of the case and after taking into account the factors above and letter dated 08.04.2024 issued by ROC, Gwalior, it is concluded that the company is liable for penalty as prescribed under Section 117(1) of the Act, 2013 for the period from 26.08.2021 to 07.01.2024 i.e. 865 days viz. Dice Enterprises Private Limited, in terms of Section 117(3) of the Act.
8. Accordingly, I am inclined to impose a penalty as prescribed under Subsection 2 of section 117 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
| Period | No. of days of defaults |
| 26.08.2021 to 07.01.2024 | 865 |
(Penalty amount u/s. 117 for 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 117(2) | Penalty imposed |
Final penalty imposed u/s. 446B |
| Non- filing of MGT- 14 | S. 117(1) | On company | 865 | Rs. 10,000/-+ (100×865) Rs. 96,500/-. Maximum penalty Rs. 2,00,000/- |
Rs. 96,500/- | Rs. 48,250/- |
| Prashant Singh Kushwah |
865 | Rs. 10,000/-+ (100×865) Rs. 96,500/- Maximum penalty Rs. 50,000/- |
Rs. 50,000/- | Rs. 25,000/- | ||
| Lakshya Jain | 865 | Rs. 10,000/-+ (100×865) Rs. 96,500/- Maximum penalty Rs. 50,000/- |
Rs. 50,000/- | Rs. 25,000/- |
9. 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.
10. The penalty amount shall be remitted by the company through MCA21 portal within 60 days from the date of order. The company needs to file INC-28 as per the provisions of the act attaching the copy of adjudication order alongwith payment challans.
11. Any person aggrieved by the order of adjudicating authority under Section 3 of Section 454 may prefer an appeal to the Regional Director having jurisdiction in the matter.
12. Every appeal under sub-section (5) of section 454 shall be filed within 60 days from the date on which the copy or order made by the adjudicating authority is received by the aggrieved person and shall be in such form, manner and be accompanied by such fee as may be prescribed.
13. As per Section 454(8) (i) where a company fails to comply with the order made under sub-section (3) or sub-section (7) as the case may be within a period of 90 days from the date of receipt of the copy of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand but which may extend to five lakh rupees.
14. 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 90 days from the date of receipt of the order such officer shall be punishable with imprisonment which may extend to six months or with the fine which shall not be less than twenty five thousands rupees but which may extend to one lakh or with both.
15. This order is without prejudice to the rights available to this office to initiate separate action including but not limited to the penal actions for contraventions of related, incidental and/or continuing offences/ contraventions.
16. In terms of the provisions of sub-rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 copy of the order is being sent to M/s. M/s. Dice Enterprises Private Limited, 203A, Sector, Nyay Nagar, Indore 452010, M.P., Sh. Prashant Singh Kushwah S/o. Sh. Shivbirsingh, director (DIN-08051293), Flat No. 302, Mohan Apartment Baner, Prashan Link Road, Haveli- 411021, Maharashtra, Sh. Lakshya Jain S/o. Sh. Rajesh Jain, director (DIN- 07994521), Flat No. 301, Mohan Apartment Prashan Link Road, Haveli 411021, Maharashtra, Regional Director, North-Western Region, Ministry of Corporate Affairs, Ahmedabad (Gujarat), E-governance cell for uploading the documents on MCA website.
The adjudication notice stand disposed off with this order.
(Mukesh Kumar Soni, ICLS)
Registrar of Companies,
Madhya Pradesh, Gwalior.
Order dated 10.04.2024
Place: Gwalior, Madhya Pradesh.
