The Indian Ministry of Corporate Affairs, through its Registrar of Companies in Chennai, has issued an adjudication order penalizing M/s Tycoons Mall Retail Private Limited for its failure to file financial statements as required under Section 137 of the Companies Act, 2013. The company, along with its officers in default, has been found liable for penalties due to the continuous non-compliance with the statutory provisions.
Background: M/s Tycoons Mall Retail Private Limited, incorporated on December 8, 2009, and operating from its registered office in Chennai, has been under scrutiny for its repeated failure to file annual returns and balance sheets for multiple financial years since its inception.
Company Details
- Registered Address: 1st Floor, 1/8 E C R Road, Kottivakkam, Chennai 600041
- Paid-up Capital: Rs. 1,00,000/-
- Revenue from Operation: The company has not filed financial statements since incorporation.
Directors: The company’s directors, including Shri. Sadasivan Rajesh, Shri. Alex Rajkumar, and Shri. Vinoth Sivaji, have been identified as officers in default for their roles in the non-compliance.
Legal Provisions and Penalties: As per Section 137(3) of the Companies Act, 2013, failure to file financial statements within the specified period attracts penalties. The company and its officers in default are liable for a penalty of Rs. 10,000 initially, with an additional penalty of Rs. 100 per day for each day of continuing failure, subject to a maximum of Rs. 2,00,000.
Adjudication Process: The Registrar of Companies conducted an inquiry into the matter and issued show-cause notices to the company and its directors. Despite repeated attempts, no response was received from the concerned parties. Consequently, an adjudication hearing was scheduled, but neither the company nor its directors attended.
Decision and Penalties Imposed: After considering the facts and circumstances, the adjudicating officer concluded that the company and its officers in default are liable for penalties for the financial years ending on March 31, 2014, 2015, 2016, 2017, and 2018. The penalties were calculated based on the number of days of default for each financial year, with a maximum limit of Rs. 2,00,000 for the company and Rs. 50,000 for each officer in default per financial year.
The total penalty imposed on the company and its officers in default amounts to Rs. 3,50,000 for the financial year 2013-14, Rs. 3,50,000 for 2014-15, Rs. 3,50,000 for 2015-16, Rs. 3,50,000 for 2016-17, and Rs. 3,41,600 for 2017-18.
Compliance and Appeal: The company and its directors are required to pay the imposed penalties within 90 days of receiving the adjudication order. Failure to comply with the order within the stipulated period may attract further fines or imprisonment as per Section 454(8) of the Companies Act, 2013.
An appeal against the order can be filed with the Regional Director (SR), Ministry of Corporate Affairs, within sixty days from the date of receipt of the order.
Conclusion: The penalization of M/s Tycoons Mall Retail Private Limited underscores the importance of timely compliance with statutory requirements under the Companies Act, 2013. Non-compliance not only attracts financial penalties but also legal consequences for the company and its officers. It serves as a reminder for companies to fulfill their obligations diligently to maintain transparency and accountability in corporate governance.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING SHASTRI BHAVAN 26, HADDOWS ROAD NUNGAMBAKKAM, CHENNAI-6
F.NO.ROC/CHN/TYCOONS MALL /ADJ/S.137/2024 Date: 20 MAR 2024
ADJUDICATION ORDER UNDER SECTION 137 OF THE COMPANIES ACT, 2013 IN THE MATTER OF M/S TYCOONS MALL RETAIL 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. Tycoons Mall Retail Private Limited with CIN U74900TN2009PTC073815 (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 MCA21 Registry at address No. 1st Floor, 1/8 E C R Road , (above Mercantile Bank), Kottivakkam, Chennai 600041. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
|
S. No. |
Particulars | Details |
| 1. | Paid up Capital | Rs. 1,00,000/- |
| 2. | a. Revenue from Operation | The company has not filed Financial Statements and Annual Return since its incorporation on 08.12.2009 |
| b. Other Income | ||
| c. Profit for the Period | ||
| 3. | Whether it is a Holding Company | No |
| 4. | Whether it is a Subsidiary Company | No |
| 5. | Whether company registered under Section 8 of the Act? | No |
| 6. | Whether company is a small company? | No |
| 7. | 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. | Shri. Sadasivan
Rajesh |
Managing Director | 26.11.2010 | ….. |
| 2 | Shri. Alex
Rajkumar |
Whole time Director | 29.10.2010 | ….. |
| 3. | Shri. Vinoth Sivaji | Whole time Director | 29.10.2010 |
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 with 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.
Issue of Adjudication Notice:
This Office has conducted an Inquiry U/s 206 (1) of the Companies of the Companies Act, 2013 in the matter of M/s. Tycoons Mall Retail Private Limited. The Inquiry report states that the company has not filed Annal Returns and Balance sheet for the financial year ending on 31.03.2014, 31.03.2015,31.03.2016,31.03.2017 & 31.03.2018. After that this office has issued show cause for adjudication vide letter No. 073815/ADJ/S137&92/TYCOONS MALL/DROC(SK)/2017 on 01.12.2019 to the company and its Officers in default for non-compliance of Section 137 of the Companies Act, 2023.
5. Reply of Company and Directors for Adjudication Notice issued:
No reply has been received from the company and its directors.
6. Adjudication Hearing:
i) 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 13.10.2023 fixing the hearing date as 19.10.2023 at 02:OOPM. No response was received for the hearing notice dated 13.10.2023 and neither the authorized representative of the company nor the Directors attended the hearing on 19.10.2023. None of the representatives of the Company or Directors appeared on the date so fixed. Hence as per Rule 3(8), Companies (Adjudication of Penalties) Rules, 2014, the matter is being proceeded with in the absence of such persons (ex-parte).
7. 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 31.03.2014, 31.03.2015,31.03.2016,31.03.2017 & 31.03.2018.
- Financial Year 2013-14 for 3277 days i.e, by considering the AGM was conducted on 30.09.2014, 30 days from the date of AGM i.e, 29.10.2014 to 19.10.2023 (both days are included)
- Financial Year 2014-15 for 2912 days by considering the AGM was conducted on 30.09.2015, 30 days from the date of AGM i.e, 29.10.2015 to 19.10.2023 (both days are included)
- Financial Year 2015-16 for 2546 days by considering the AGM was conducted on 30.09.2016, 30 days from the date of AGM i.e, 29.10.2016 to 19.10.2023 (both days are included)
- Financial Year 2016-17 for 2181 days by considering the AGM was conducted on 30.09.2017, 30 days from the date of AGM i.e, 29.10.2017 to 19.10.2023 (both days are included)
- Financial Year 2017-18 for 1816 days 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 2013-14
| 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. Tycoons Mall Retail Private Limited, Company | 3277 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 3277 × 100= 3,37,700 | 2,00,000 | 2,00,000 |
| Shri. Sadasivan
Rajesh, MD |
3277 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 3277 × 100= 3,37,700 | 50,000 | 50,000 |
| Shri. Alex
Rajkumar, Whole time Director |
3277 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 3277 × 100= 3,37,700 | 50,000 | 50,000 |
| Shri. Vinoth Sivaji, Whole time Director |
3277 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 3277 × 100= 3,37,700 | 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.2,00,000/- (Rupees Two lakhs) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on each of the Officers in default. Totally Rs. 3,50,000/-(Rupees Three lakhs fifty thousand) as penalty amount for the FY 2013-14.
II. FY 2014-15
|
Name of person on whom |
No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maximum Limit for penalty (Rs) | Penalty Imposed (Rs) |
| M/s. Tycoons Mall Retail Private Limited, Company | 2912 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 2912 × 100 = 3,01,200 | 2,00,000 | 2,00,000 |
| Shri. Sadasivan Rajesh, MD | 2912 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 2912 × 100 = 3,01,200 | 50,000 | 50,000 |
| Shri. Alex Rajkumar, Whole time Director | 2912 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 2912 × 100= 3,01,200 | 50,000 | 50,000 |
| Shri. Vinoth Sivaji, Whole time Director |
2912 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 2912 × 100= 3,01,200 | 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.2,00,000/- (Rupees Two lakhs) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on each of the Officers in default. Totally Rs. 3,50,000/-(Rupees Three lakhs fifty thousand) as penalty amount for the FY 2014-15.
III. FY 2015-16
|
Name of person on whom |
No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maximum Limit for penalty (Rs) |
Penalty Imposed (Rs) |
| M/s. Tycoons Mall Retail Private Limited, Company | 1816 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1786 × 100= 1,91,600 | 2,00,000 | 1,91,600 |
| Shri. Sadasivan Rajesh, MD | 1816 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1786 × 100= 1,91,600 | 50,000 | 50,000 |
| Shri. Alex Rajkumar, Whole time Director | 1816 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1786 × 100= 1,91,600 | 50,000 | 50,000 |
| Shri. Vinoth Sivaji, Whole time Director |
1816 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1786 × 100= 1,91,600 | 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.2,00,000/- (Rupees Two lakhs) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on each of the Officers in default. Totally Rs. 3,50,000/-(Rupees Three lakhs fifty thousand) as penalty amount for the FY 2015-16.
IV. FY 2016-17
|
Name of person on whom |
No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maximum Limit for penalty (Rs) |
Penalty Imposed (Rs) |
| M/s. Tycoons Mall Retail Private Limited, Company | 2181 days | Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 2181 × 100= 2,28,100 | 2,00,000 | 2,00,000 |
| Shri. Sadasivan Rajesh, MD | 2181 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 2181 × 100= 2,28,100 | 50,000 | 50,000 |
| Shri. Alex Rajkumar, Whole time Director | 2181 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 2181 × 100= 2,28,100 | 50,000 | 50,000 |
| Shri. Vinoth Sivaji, Whole time Director |
2181 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 2181 × 100= 2,28,100 | 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.2,00,000/- (Rupees Two lakhs) is imposed on the Company and Rs.50,000/- (Rupees Fifty thousand) is imposed on each of the Officers in default. Totally Rs. 3,50,000/-(Rupees Three lakhs fifty thousand) as penalty amount for the FY 2016-17.
V. FY 2017-18
|
Name of person on whom |
No of days of default | Penalty for default (Rs) | Total Penalty (Rs) | Maximum Limit for penalty (Rs) |
Penalty Imposed (Rs) |
| M/s. Tycoons Mall Retail Private Limited, Company | 1816 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1786 ×100= 1,91,600 | 2,00,000 | 1,91,600 |
| Shri. Sadasivan Rajesh, MD | 1816 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1786 ×100= 1,91,600 | 50,000 | 50,000 |
| Shri. Alex Rajkumar, Whole time Director | 1816 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1786 × 100= 1,91,600 | 50,000 | 50,000 |
| Shri. Vinoth Sivaji, Whole time Director |
1816 days |
Rs.10,000 + Rs.100 per day (for continuing failure) | 10,000 + 1786 × 100= 1,91,600 | 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 each of the Officers in default. Totally Rs. 3,41,600/- (Rupees Three lakhs forty one thousand six hundred) as penalty amount for the FY 2017-18.
8. 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.
9. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [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 (Adjudication of Penalties) Rules, 2014].
10. 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 comply 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
