Non-Filing of MGT-14: MCA Penalty Imposed on Company & its Directors

The Ministry of Corporate Affairs (MCA) has imposed penalties on Hadapsar Urban Multiple Nidhi Limited for failing to file Form MGT-14 for board resolutions passed to approve financial accounts.

Background

Hadapsar Urban Multiple Nidhi Limited, a company registered under CIN U67100PN2018PLC180638, is subject to the provisions of the Companies Act, 2013. The company failed to file Form MGT-14 for board resolutions approving financial statements for the financial years ending on 31st March 2020 and 31st March 2021. This non-compliance has resulted in penalties being levied by the Registrar of Companies (ROC), Maharashtra, Pune.

Legal Framework

Under Section 117 of the Companies Act, 2013, companies are required to file a copy of every resolution or agreement with the Registrar within thirty days of passing or making the resolution or agreement. Specifically, Section 179(3)(g) mandates the approval of financial statements and the Board’s report. Non-compliance with these provisions results in penalties as stipulated under Section 117(2).

Penalty Details

The ROC conducted an inquiry and found that Hadapsar Urban Multiple Nidhi Limited did not file the required Form MGT-14 for the relevant board resolutions. The penalties imposed are detailed as follows:

These penalties reflect the number of days in default, calculated from the due date of the Annual General Meeting (AGM) to the date of the adjudication notice.

Reason for Non-Compliance

The company cited a communication gap among its management and professionals as the reason for non-compliance. Despite this explanation, the ROC deemed the response unsatisfactory and proceeded with the penalties.

Appeal Process

The company and its officers have the right to appeal this adjudication order. Appeals must be filed within sixty days from the receipt of the order, accompanied by a certified copy of the order.

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OFFICE OF THE
REGISTRAR OF COMPANIES
MAHARASHTRA, PUNE
MINISTRY OF CORPORATE AFFAIRS, GOVERNMENT OF INDIA
GOVERMENT OF INDIA
PCNTDA Green Building, BLOCK A 1st & 2^nd Floor, Near Akurdi Railway Station Akurdi, Pune-411044
Phone: 020-27651375/78 E-mail: [email protected]

No. ROCP/ADJ/Sec-117/JTA(B)/24-25/21/719 to 724

Date 6 JUN 2024

ADJUDICATION ORDER

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Adjudication Order of penalties in the matter of HADAPSAR URBAN MULTIPLE NIDHI LIMITED (U67100PN2018PLC180638) under Section 454(3) read with 117 of The Companies Act, 2013 read with rule 3(2) Of Companies (Adjudication Of Penalties), 2014 As Amended in Amendment Rules, 2019 of the Companies Act, 2013

Please Read:

• Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
• Provisions of Subsection (1) 86 (2) of Section 117 of the Companies Act, 2013.
• Gazette Notification of Ministry of Corporate Affairs vide No. A­42011/ 112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
• Companies (Amendment) Act, 2019. w.e.f. 02.11.2018
• Companies (Amendment) Act, 2020. w.e.f. 21.12.2020
• General Circular No. 1/2020 dated 02.03.2020.

In respect of:

Hadapsar Urban Multiple Nidhi Limited having CIN U67100PN2018PLC180638 is a company governed by the provisions Act and registered with this office having its office at- Shop No.8, Sr No.3/ 14A, Shreeji Complex, CHS, Gadital, Near Hanuman Temple, Hadapsar, Pune, Maharashtra-411028.

1. Appointment of Adjudicating Officer:

Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Rule 3(1) of Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act. The undersigned vide Companies (Amendment) Act, 2019 is entrusted to adjudicate penalties under Section 117 of the Companies Act, 2013 w.e.f. 02.11.2018.

2. Company:

Hadapsar Urban Multiple Nidhi Limited (U67100PN2018PLC180638) (herein after referred as Company) is a registered company with this office pursuant to sub-section (2) of section 7 of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014 having its registered office as per MCA21 Registry at address at- “Shop No.8, Sr No.3/ 14A, Shreeji Complex, CHS, Gadital, Near Hanuman Temple, Hadapsar, Pune, Maharashtra-411028.”

3. Relevant provisions of the Companies Act, 2013:

Section 117(1) of the Act provides that “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 copy 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. r.w. Section 179(3)(g), to approve financial statement and the Board’s report.”.

Section 117(2) of the Act 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 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.”.

3. Facts about the Case:

a) An Inquiry was conducted by the I0 and during the Inquiry and examination of records it has been observed that, the company has not filed for MGT -14 for Board Resolution passed for approval of Accounts with ROC as per section 179(3)(g) of the Companies Act, 2013, and rules made thereunder for the financial year ending on 31/03/2020 and 31/03/2021. Thus, the company and its officers have violated the provisions of section 117(1) r.w. 179(3)(g) of the Companies Act, 2013 and rules made thereunder and are liable for action u/s 117(2).

b) A reasonable opportunity was given to the company and its directors vide order under section 206(4) of the Companies Act, 2013 vide letter no. ROCP/INQ/2022/1064 to 1068 dated 08.09.2022. However, the reply submitted by the Company was not satisfactory and the competent authority has directed to adjudicate the matter.

c) Accordingly, the adjudication officer has issued adjudication notice vide No. ROCP/ADJ/Sec-117(1)/JTA(B)/23-24/21/3275 to 3279 dated 05.03.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 117 of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2019, to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a” above;

d) A reply to the Adjudication notice has been received on 22.03.2024 from the company and its Directors stating that there was a communication gap amongst the management and the professional too. Hence compliance u/s 117(1) could not be made.

Company is ready to present all the audited and adopted financial statements, Income tax Returns and Annual filing documents with the permission of Registrar of Companies

e) However, as the said violation has already been concluded by IO during the course of Inquiry :- no further hearing in physical is required to ascertain the violation of the said section.

Furthermore, the Noticee(s) are at liberty to file appeal against this order as per Para. 5.(e) of this order. Hence the Order-

5. ORDER:

a. The applicant company and its officers, who have defaulted the provisions of section 117 of the Act as under-.

As per examination of records it has been observed that , the company has not filed for MGT -14 for Board Resolution passed for approval of Accounts with ROC as per section 179(3)(g) of the Companies Act, 2013, and rules made thereunder for the financial year ending on 31/03/2020 and 31/03/2021. Thus, the company and its officers have violated the provisions of section 117(1) r.w. 179(3)(g) of the Companies Act, 2013 and rules made thereunder and are liable for action u/s 117(2);

b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 117 of the Act:-

1. For the Financial Year 2018-19

Non filling of MGT -14 for Board Resolution passed for approval of Accounts for Financial Year(s) 2018-19,

(* No of days have been calculated from 31.12.2019 (due date of AGM for FY 2018-19) to till date of Notice, i.e.,05.03.2024 for FY 2018-19)

2. For the Financial Year 2019–20

Non filling of MGT -14 for Board Resolution passed for approval of Accounts for Financial Year(s) 2019-20,

(* No of days have been calculated from 31.12.2020 (due date of AGM for FY 2019-20) to till date of Notice, i.e.,05.03.2024 for FY 2019-20)

3. For the Financial Year 2020-21

Non filling of MGT -14 for Board Resolution passed for approval of Accounts for Financial Years) 2020-21,

(* No of days have been calculated from 30.09.2021 (due date of AGM for FY 2020-21) to till date of Notice, i.e.,05.03.2024 for FY 2019-20)

a. I am of the opinion that the penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).

b. The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.

c. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs 100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, 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 a certified copy of this order. [Section 454 of the Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.

d. Your attention is also invited to section 454(8)(ii) of the Act regarding. consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.

e. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to Hadapsar Urban Multiple Nidhi Limited and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.

(Mangesh Jadhav, ICLs)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune