An appeal was filed under Section 454 of the Companies Act, 2013, against a penalty order issued by the Registrar of Companies (ROC), West Bengal, on December 18, 2023. The penalty, communicated on January 11, 2023, was for violations of Section 179 of the Act. The ROC had previously issued an adjudication notice for non-compliance, with the company and its officers failing to provide a satisfactory response. Consequently, penalties were imposed totaling Rs. 21,00,000, which included Rs. 2,00,000 for the company and Rs. 50,000 each for three officers for six financial years (2014-15 to 2019-20). During the appeal hearing on January 12, 2024, the Authorized Representative did not present any grounds for overturning the ROC’s decision. Therefore, the penalty order was confirmed. The company and its officers are required to pay the penalty within 90 days, or face further action under Sections 454(8)(i) and (ii) of the Companies Act, 2013. The appeal has been disposed of accordingly.
Application No. RD/ER/454/12/23/Appeal
BEFORE THE REGIONAL DIRECTOR, EASTERN REGION
MINIS FRY OF CORPORATE AFFAIRS, KOLKATA.
IN THE MATTER OF
THE COMPANIES ACT, 2013
-AND-
IN THE MATTER OF
M/S. GRA INTERNATIONAL BIZKOM LIMITED
“SRIKUNJ”, 90/N, NEW ALIPORE, BLOCK – E, 2ND
FLOOR KOLKATA 700053, WB, IND
-AND-
IN THE MATTER OF
Application under section 454 of The Companies Act,
2013 for preferring an appeal against the penalty order
dated 11/01/2023 of Registrar of Companies, West
Bengal passed for violating the provisions of section 179
of the Companies Act, 2013.
-AND-
IN THE MATTER OF
1. M/S. GRA INTERNATIONAL BIZKOM LIMITED
“SRIKUNJ”, 90/N, NEW ALIPORE, BLOCK – E, 2ND
FLOOR KOLKATA 700053, WB, INDIA
2. ANAND AGARWAL (Director)
3. ANUSHREE AGARWAL (Director)
4. NIRMALA DEVI AGARWAL (Director)
………………………. APPELLANTS
Date of Hearing : 12/01/2024
Present Smt Minu Tulsyan, Practicing Company Secretary and Authorised Representative
Appellants
ORDER
1. The present appeal under section 454 of the Companies Act,2013 read with the provisions of the Companies (Adjudication of Penalties) Rules, 2014 was filed vide Form ADJ bearing SRN no. F59733063 dated 18/03/2023 by the aforesaid appellants against the penalty order under section 179 of the Adjudicating Authority i.e. Registrar of Companies, West Bengal dated 18/12/ 2023 communicated to the appellants vide letter no. ROC/ADJ/2023/0041142/231-238 dated 11/01/2023
2. The office of the Registrar of Companies, West Bengal had issued Adjudication notice for violation of section 179 of the Act vide no. ROC/ADJ/2022/085126//14717-14720 dated 19/10/2022 to the company and its officers. In this regard, a reply dated 28/10/2022 85 01/11/2022 was received by the ROC, West Bengal from the Company and its officers for aforesaid Adjudication notice which was not found satisfactory by the Adjudicating Authority.
3. Considering the above facts and circumstances of the case, the Adjudicating Authority had imposed Penalty as under :- As per table below for violation of section 179 of the Act:
Relevant Periods |
Penalty imposed U/S 450 of the Companies Act, 2013 against the defaulters (First Default= Rs. 10,000. Continuing Default= Rs. 1,000/day. Subject to maximum Rs. 2,00,000 in case of Company and Rs. 50,000 in case of Officer- in- default and any other person) |
Total (Rs.) |
|||
Company |
Anand AgarwalDIN: 00834421 |
Anushree AgarwalDIN: 02794553 |
Nirmala Devi AgarwalDIN: 07441226 |
||
2014-15 02.10.2015 to 14.03.2020, 01.03.2022 to 24.11.2022 BM Date= 02.09.2015 |
10000+ (1,895 days * 1000) = 18,95,000Total 19,05,000Maximum= Rs. 2,00,000 |
10,000+(1,895 days * 1000) = 18,95,000Total 19,05,000Maximum = 50,000 |
10,000+(1,895 days*1000) = 18,95,000Total 19,05,000Maximum= 50,000 |
10,000+(1,895 days * 1000) = 18,95,000Total 19,05,000Maximum= 50,000 |
3,50,000 |
2015-16 02.10.2016 to 14.03.2020, 01.03.2022 to 24.11.2022BM Date= 02.09.2016 |
10000+ (1,529 days *1000) = 15,29,000Total 15,39,000Maximum= Rs. 2,00,000 |
10000+ (1,529 days * 1000) = 15,29,000Total 15,39,000Maximum= Rs. 50,000 |
10000+ (1,529 days * 1000) = 15,29,000Total 15,39,000Maximum = Rs. 50,000 |
10000+ (1,529 days *1000) = 15,29,000Total 15,39,000Maximum= Rs. 50,000 |
3,50,000 |
2016-1702.10.2017to 14.03.2020,01.03.2022to 24.11.2022BM Date=02.09.2017 |
10000+ (1,164 days * 1,000) = 11,64,000Total 11,74,000Maximum= Rs. 2,00,000 |
10000+ 1,164days *1,000) =11,64,000Total11,74,000Maximum= Rs. 50,000 |
10000+ (1,164 days *1,000) = 11,64,000Total 11,74,000Maximum= Rs. 50,000 |
10000+ 1,164 days * 1,000) = 11,64,000Total 11,74,000Maximum= Rs. 50,000 |
3,50,000 |
2017-1802.10.2018to14.03.2020, 01.03.2022 to 24.11.2022BM Date=02.09.2018 |
10000+ (799 days * 1,000) = 7,99,000Total 8,09,000Maximum= Rs. 2,00,000 |
10000+(799 days * 1,000) = 7,99,000Total 8,09,000Maximum= Rs. 50,000 |
10000+(799 days * 1,000) = 7,99,000Total 8,09,000Maximum= Rs. 50,000 |
10000+(799 days * 1,000) = 7,99,000Total 8,09,000Maximum= Rs. 50,000 |
3,50,000 |
2018-1904.10.2019 to 14.03.2020, 01.03.2022 to 24.11.2022 BM Date= 04.09.2019 |
10000+ (432 days * 1000) = 4,32,000Total 4,42,000Maximum= Rs. 2,00,000 |
10000+(432 days * 1,000) = 4,32,000Total 4,42,000Maximum = Rs. 50,000 |
10000+(432 days * 1,000) = 4,32,000Total 4,42,000Maximum= Rs. 50,000 |
10000+(432 days * 1,000) 4,32,000Total 4,42,000Maximum= Rs. 50,000 |
3,50,000 |
2019-20 01.03.2022 to 24.11.2022 BM Date= 04.09.2020 |
10000+(269 days * 1,000) = 2,69,000Total 2,79,000Maximum= Rs. 2,00,000 |
10000+(269 days * 1,000) = 2,69,000Total 2,79,000Maximum = Rs. 50,000 |
10000+(269 days * 1,000) = 2,69,000Total 2,79,000 Maximum = Rs. 50,000 |
10000+(269 days * 1,000) = 2,69,000Total 2,79,000Maximum= Rs. 50,000 |
3,50,000 |
4. Having considered the facts and circumstances of the case and after taking into account the factors above, ROC, West Bengal imposed a penalty of Rs. 2,00,000/- (Rupee Two Lakhs Only) on the subject Company and Rs. 50,000/- (Rupees Fifty Thousand Only) each on the 3 officers in default for F.Y 2014-15, 2015-16, 2016-17, 2017-18, 201819 86 2019-20 each under Section 179 of the Act, in Total Rs. 21,00,000 (Rupees Twenty One Lakhs Only) (i.e., Rs. 2,00,000 for Company and Rs. 50,000 x 3 Directors for each of the 6 Financial Years) for failure to make compliance of the provision of Section 179 of the Companies Act, 2013.
5. The appeal was heard on 12/01/2024 Authorised Representative was asked to make submission regarding any infirmity in the order of Registrar of Companies. The Authorised Representative had no submission in this regard. Hence, the order of ROC is confirmed as no cogent ground was made out by Authorised Representative. The undersigned by virtue of the power vested in Regional Director under section 454(7) of the Companies Act, 2013 read with the Companies (Adjudication of Penalties) rules, 2014 confirms the order of the Registrar of Companies, West Bengal dated 11/01/2023. The Company and directors/officers of the company shall pay the amount of penalty from out of their own pockets. The amount of penalty shall be paid within a period of 90 days from the date of receipt of the copy of the order. Further, if the company and its directors fail to deposit the penalty amount within the prescribed time limit action under section 454(8)(i) and (ii) of the Companies Act, 2013 shall be initiated against the Company and its Directors.
6. Hence the instant Appeal stands disposed of accordingly.
