In a recent adjudication by the Ministry of Corporate Affairs (MCA), G.P. Realtors Private Limited faced significant penalties for non-compliance with the Companies Act, 2013. Appointed Registrar of Companies, NCT of Delhi & Haryana acted as the Adjudicating Officer to address violations under sections 92(4) and 137(3) concerning the filing of annual returns and financial statements for the fiscal years ending March 31, 2020, and March 31, 2021.
Background of the Case: G.P. Realtors Private Limited, incorporated on March 17, 2006, with its registered office in Gurgaon, Haryana, did not file its due Annual Return and Financial Statement for the fiscal years 2019-20 and 2020-21 as mandated by sections 92(4) and 137(1)/(2) of the Companies Act, 2013. Following the issuance of Show Cause Notices (SCNs) by the MCA and subsequent communications, the company partially complied by filing documents for FY 2019-20 but failed for FY 2020-21.
Legal Framework: The Companies Act, 2013, mandates timely filing of annual returns and financial statements, penalizing defaulters under sections 92(5) and 137(3). These sections outline the penalties for companies and their officers in default, emphasizing the importance of compliance to maintain transparency and accountability in corporate governance.
Adjudication and Penalties: The Adjudicating Officer, exercising powers conferred by the MCA, imposed penalties on G.P. Realtors Pvt. Ltd. and its officers for violations. The penalties were calculated based on the number of days of default, reaching a total of INR 74,400 for the company and similar amounts for the involved directors. The detailed adjudication showcases the regulatory framework’s stringency in enforcing compliance to uphold corporate standards and governance.
Implications and Compliance: This case highlights the criticality of adhering to statutory requirements under the Companies Act, 2013. The penalties serve not just as a punitive measure but also as a reminder to all corporate entities about the significance of timely compliance with filing requirements. The order also directs the company to file the overdue annual return and financial statement for FY 2020-21, emphasizing the necessity of rectifying non-compliance.
Conclusion: The adjudication against G.P. Realtors Private Limited underlines the MCA’s commitment to ensuring compliance with the Companies Act, 2013. It sends a clear message to the corporate world about the consequences of non-compliance. Companies must prioritize their statutory filings to avoid penalties and ensure they contribute to the ethos of transparent and accountable corporate governance. This case also demonstrates the procedural aspects and the legal framework in place to address and rectify non-compliance, thereby reinforcing the importance of adherence to corporate laws in India.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019
Order for Penalty for violation of section 92(4) and Section 137(3) of the Companies Act, 2013 in the matter of
G. P. REALTORS PRIVATE LIMITED (U70100HR2006PTC047811)
Adjudication in respect of violation of Companies Act, 2013.
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 appointed Registrar of Companies, NCT of Delhi & Haryana as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
G. P. REALTORS PRIVATE LIMITED_(herein after known as ‘company’) has been incorporated on 17.03.2006 and having its registered office as per MCA21 Register address at C/o. Ascendas Services (India) Private Limited 610, 6th floor, Global Foyer, Golf Course Road, Sec43, Gurgaon, Haryana-122002 India. The financial & other details of the subject company for immediately preceding F.Y 2019-20. as available on MCA-21 portal is stated as under:
| S. No. | Particulars | Details |
| 1. | Paid up capital (As per master data) | Rs.1,51,73,90,760 |
| 2. | Turnover | 0 |
| 3. | Holding Company | YES (DAISU LIMITED) |
| 4. | Subsidiary Company | YES (AIDT PHASE-1 PRIVATE LIMITED) |
| 5. | Whether company registered under Section 8 of the Act? | NO |
| 6. | Whether company registered under any other special Act? | NO |
3. Facts about the Case: –
I. Whereas, it has been observed from e-records of the company maintained in MCA-2 1 Registry that the company has not filed its due Annual Return for the Financial year ended on 31.03.2020 & 31.03.2021 and Financial Statement for the Financial Year ended on 31.03.2020 & 31.03.2021 as required under the provisions of section 92(4) and section 137(1)/ (2) of the Act, respectively so far.
II. In terms of the provisions of section 92(5) and 137(3) r/w 454 of the Act, this office issued Show Cause Notices (SCN) vide no. No. ROC/D/Adj/2022/Section 92&137/G.P./5993-5995 dated 13.10.2022 to the Company and officers in default.
III. In response of the said notice the company has submitted reply on 14.11.2022 vide letter dated 10.11.2022, that the company is not able to file requisite documents for the FY 31.03.2021 due to technical error.
IV. Subsequently, on perusal of record available on MCA 21 portal, the company has filed the requisite documents for the FY ended 31.03.2020 only, but not filed the requisite documents for the financial year ended on 31.03.2021. In this regard a reminder was also sent vide email dated 30.05.2023 to the company. However, no satisfactory reply received from the company.
V. Taking into account the facts of the case, it is noted that there is violation of section 92 & 137 for the Financial Year ended on 31.03.2021.
4. The relevant provision of the Act are as under:
Section 92 (Annual Return)
XXX
(4) “Every company shall file with the Registry a copy of the Annual Return, within sixty days from the date on which the Annual General Meeting is held or where no Annual General Meeting is held in any year within sixty days from the date on which the Annual General Meeting should have been held together with the statement specifying the reasons for not holding the Annual General Meeting, with such fees or additional fees as may be prescribed.”
(5) “If a company fails to file its annual return under sub section (4), before the expiry of the period specified therein, such company and its every officer who is in default 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 in case of a company and fifty thousand rupees in case of an officer who is in default.” (w.e.f. 21.12.2020)
Section 137 (Copy of financial statement to be filed with Registrar)
XXX
(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 ten thousand rupees and in case of continuing failure, with a further penalty on 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 who 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 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.” (w.e.f. 21.12.20201
5. Adjudication of penalty:
I. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Companies Act, 2013. Hence, the benefit of section 446B would not be applicable on the company.
II. The company and its directors in default have not filed their due Annual Returns and Financial Statements pursuant to sub-section (4) of section 92 and sub-section (1) of section 137 of the Companies Act, 2013 respectively for the financial year ended on 31.03.2021, thereby making themselves liable for penal provisions under section (5) of section 92 and sub section (3) of section 137 of the Companies Act, 2013, respectively.
III. Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and no reply submitted by the noticee(s) (despite the reminder) in response to the notice issued vide ROC/D/Adj/2022/Section 92&137/G.P./5993-5995, I hereby impose penalty on the company and its officers in default for violation of section 92(5) & 137(3) of the Companies Act, 2013 as under: –
A. Penalty under section 92 of the Act.
Table-1
|
Violation
|
Penalty imposed on company/ officers |
No. of days of default |
Calculation for penalty amount (In Rs.) |
Maximum penalty can be imposed (In Rs.) |
Penalty imposed by the adjudication 454 of officer u/s Companies Act (In Rs.) |
| A | B | C | D | E | F |
| Annual Return u/s 92(4) of the Act for FY ended on 31.03.2021 |
On company | 257* | 10,000+100×257 =35,700/- | 2,00,000 | 35,700/- |
| Mr. Mahesh Kumar Singh (Director) | 257* | 10,000+100×257 =35,700/-
|
50,000 | 35,700/- | |
| Mr. Jayant Goel (Director) | 257* | 10,000+100×257 =35,700/- | 50,000 | 35,700/- | |
| Mr. Raghav Agarwal (Company Secretary) | 257* | 10,000+100×257 =35,700/-
|
50,000 | 35,700/. |
*No. of days have been calculated from 30.01.2022 till 13.10.2022 (date of issue of SCN)
B. Penalty under section 137 of the Act.
Table 2
|
Violation |
Penalty imposed on company/ director(s) | No. of days of default |
Calculation for penalty amount (In Rs.) |
Maximum penalty can be imposed (In Rs.) |
Penalty imposed by the adjudication officer u/s 454 of Companies Act (In Rs.) |
| A | B | C | D | E | F |
| Financial Statement u/s 137 (1) of the Act for the FY ended on 31.03.2021 |
On company | 287* | 10,000+100×287 =38,700/- | 2,00,000 | 38,700/- |
| Mr. Mahesh Kumar Singh (Director) | 287* | 10,000+100×287 =38,700/-
|
50,000 | 38,700/- | |
| Mr. Jayant Goel (Director) | 287* | 10,000+100×287 =38,700/- | 50,000 | 38,700/- |
*No. of days have been calculated from 31.12.2021 till 13.10.2022 (date of issue of SCN)
Consolidated amount of penalty in view of Tables 1 & 2 above.
Table 3
| Penalty imposed on company/ director(s) | Consolidated Penalty amount (In Rs.) |
| On company | 35,700 + 38,700=74,400/- |
| Mr. Mahesh Kumar Singh (Director) | 35,700 + 38,700=74,400/- |
| Mr. Jayant Goel (Director) | 35,700 + 38,700=74,400/- |
| Mr. Raghav Agarwal (Company Secretary) | 35,700/- |
6. Order:
a. Names of parties as mentioned in the table 3 above are hereby directed to pay the requisite penalty amount as per the above Table. In case of parties other than company, such amount is required to be paid out of their own funds.
b. Further, company is hereby directed to file Annual Return and Financial Statement for FY 2020-21 on MCA portal.
c. The said amount of penalty shall be paid through online by using the website mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
d. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 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 the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
e. Your attention is also invited to section 454(8) of the Act in the event of noncompliance of this order.
Place: New Delhi
(Pranay Chaturvedi, ICLS)
(Adjudicating Officer)
Registrar of Companies
NCT of Delhi & Haryana
No. ROC/D/Adj/2022/Section 92&137/ 514-518
Date: 05/02/2024
