In a recent adjudication order, the Ministry of Corporate Affairs (MCA) imposed a penalty of Rs. 1 lakh on Wind World (India) Limited for failing to include the Director Identification Number (DIN) in a reply to the Registrar of Companies (ROC). This case underscores the critical importance of compliance with statutory requirements under the Companies Act, 2013.
Background of the Case
Wind World (India) Limited, a registered company with the ROC Goa, Daman, and Diu, was under inquiry as per section 206(4) of the Companies Act, 2013. During the investigation, it was discovered that Shri Yogesh Mehra, a director of the company, did not mention his DIN in a reply dated 09.08.2022. The omission of the DIN, a mandatory requirement as per section 158 of the Companies Act, 2013, led to the ROC initiating penal action.
Legal Provisions and Non-Compliance
Section 158 mandates that every company and its officers must mention the DIN in any returns, information, or particulars furnished under the Act. This ensures transparency and accountability in corporate filings. Section 172 outlines penalties for contraventions where no specific penalty is provided, imposing fines on both the company and the officers in default.
Adjudication and Penalty
The Adjudicating Officer, empowered under section 454 of the Companies Act, 2013, issued a notice to Wind World (India) Limited and its director, Yogesh Mehra. Despite the notice, no satisfactory reply was received, leading to the imposition of a penalty. The company and the director were each fined Rs. 50,000, culminating in a total penalty of Rs. 1 lakh.
Conclusion
The imposition of a Rs. 1 lakh penalty on Wind World (India) Limited serves as a cautionary tale for corporate entities regarding the importance of compliance with the Companies Act, 2013. Non-compliance, even in seemingly minor aspects like the omission of a DIN, can attract significant penalties and legal repercussions. Companies must ensure robust internal controls and compliance mechanisms to avoid such pitfalls and uphold the integrity of corporate governance practices.
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BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES, GOA, DAMAN & DIU
(ADJUDICATION ORDER NO: ROCGDD/AO/Sec-158/2024/04)
UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 AS AMENDED BY COMPANIES (ADJUDICATION OF PENALTIES) AMENDMENT RULES, 2019.
In respect of:
WIND WORLD (INDIA) LIMITED
U31200DD2003PLC003236
Appointment of Adjudicating Officer:-
1. The Ministry of Corporate Affairs vide its Gazette Notification no.SO 831(E) dated 24.03.2015 appointed undersigned as Adjudicating Officer [hereinafter referred to as ‘the A.O.’] in exercise of the powers conferred by Section 454 of the Companies Act, 2013 [herein after known as the Act] read with the Companies (Adjudication of Penalties) Rules, 2014 [Notification no GSR 254(E) dated 31-32014] for adjudging penalties under the provisions of the Act.
Company:-
2. WIND WORLD (INDIA) LIMITED [herein after known as the Company] CIN: U31200DD2003PLC003236 is a registered company with the office of the Registrar of Companies, Goa, Daman and Diu and having its registered address as Plot NO.33, Daman Patalia Road, Bhimpore, Daman, Daman and Diu, 396210, India as per records maintained by this office in online registry.
Facts of the case:-
3. Whereas an Inquiry of the afore-mentioned company under section 206(4) of the Companies Act, 2013 was conducted by an Inquiry Officer [hereinafter referred to as ‘the Act.’] of this office. During the inquiry, the I0 observed that Shri Yogesh Mehra, director of the company in its reply dated 09.08.2022 which was submitted to this office had not mentioned his Director Identification Number in the said reply. The said matter was taken up with the said Director during the inquiry, the reply given by the director was not found satisfactory and the competent authority has directed to take penal action against the director of the company.
4. Pursuant to the directions of the Ministry, the AO has issued adjudication notice W vide ROCGDD/ 2023/Sec.158/ WWIL/ 871-872 dated 28.02.2024 under section 454(4) read Rule 3 (2) of the Companies (Adjudication of Penalties), 2014 to the company and its officer in default for the violation of section 158 of the Companies Act, 2013 as mentioned at para 3 above.
5. No reply to the said notice has been received from the company and the officer in default. Hence the company and its officer in default are liable for penal action under section 172 of the Companies Act, 2013.
Relevant provisions of the Companies Act, 2013:-
6. Section 158 of the Companies Act, 2013 :
“Every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the Director Identification Number in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of any director”.
7. Section 172 of the Companies Act, 2013:
“If a company contravenes any of the provisions of Chapter XI and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifhj thousand rupees, and in case of continuing failure, with a further penalty of five hundred for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
ORDER
8. Having considered the facts and circumstances of the case, the A.O. do hereby impose maximum penalty on Company and its officers in default as per table below for violation of Section 158 of the Companies Act, 2013. The A.O. is of the opinion that penalty is commensurate with the aforesaid failure committed by the Company and its officers in default:
Table – I
| Violation | Penalty imposed on Company /Director | Total penalty imposed u/s 158 of the Companies Act, 2013 (In Rs.) |
| Section 158 of the Companies Act, 2013 | Wind World (India) Limited | 50,000/ – |
| Yogesh Mehra | 50,000/ – |
9. The Noticee shall pay the amount of Penalty mentioned at Table -I above, through the Ministry of Corporate Affairs portal only under intimation to this office.
10. Appeal against this order may be filed in writing with the Regional Director (WR), Ministry of Corporate Affairs, 100, Marine Drive, Everest Building, 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 Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019].
11. Your attention is also invited to section 454(8) of the Act regarding consequences of non-payment of penalty.
12. In terms of the provisions 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 Wind World (India) Limited and its director/directors in default and also to Office of Regional Director(WR), Ministry of Corporate Affairs, 100, Marine Drive, Everest Building, Mumbai-400002.
Registrar of Companies Goa, Daman & Diu
Adjudicating Officer
Dated; 15 APR 2024
