Introduction: In a recent development, the Government of India’s Ministry of Corporate Affairs has penalized Ramudraurban Bachat Nidhi Limited for violating Section 92 of the Companies Act, 2013. This article provides a detailed analysis of the case, outlining the implications and consequences faced by the company and its directors.
Detailed Analysis: Ramudraurban Bachat Nidhi Limited, a company registered under the Companies Act, 2013, failed to comply with the provisions of Section 92(4) of the Act. The section mandates every company to file its annual return with the Registrar of Companies within sixty days from the date of the annual general meeting. The company’s non-compliance led to penal action under Section 92(5) of the Companies Act, 2013.
Despite multiple notifications and summons, the company and its directors did not respond, and no representative appeared for the hearings. Consequently, the Adjudicating Officer, Seema Rath, imposed a penalty of Rs. 5,00,000 on the company and Rs. 50,000 on each of the 3 directors, totaling a significant financial burden.
Conclusion: This case serves as a stern reminder to companies and their directors about the importance of complying with statutory regulations. Failure to adhere to the provisions of the Companies Act can result in severe penalties and legal consequences. It underscores the significance of timely filings and communication with regulatory authorities to avoid financial implications and damage to the company’s reputation.
In conclusion, companies must prioritize compliance and stay abreast of legal requirements to ensure smooth operations and maintain their standing within the regulatory framework. The penalization of Ramudraurban Bachat Nidhi Limited stands as a cautionary tale for businesses, emphasizing the need for diligence in adhering to the law.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF
COMPANIES,
UTTAR PRADESH,
37/17, Westcott Building, The Mall,
Kanpur — 208001 (U.P.)
Phone : 0512 — 2310323 /2310443
E-mail: roc.kanpur@mca.gov.in
No. 07/01/Adjudication-92/RAMUDRAURBAN/
Dated …/04/2023
ORDER FOR VIOLATION OF SECTION 92 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014.
IN THE MATTER OF RAMUDRAURBAN BACHAT MUTUAL BENEFIT NIDHILIMITED
1. The Ministry of Corporate Affairs vide its gazette notification no A-42011/112/2014-Ad.II dated 24.3.2015, has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Whereas the Company M/s RAMUDRAURBAN BACHAT MUTUAL BENEFIT NIDHILIMITED has been registered under the provisions of Companies Act on 26.09.2018 and is having its registered office situated at NO.8, IN FRONT OF NOKIA CARE, BABULAL CHAURAHA, BANDA, Uttar Pradesh,210001. The authorized capital of the company is Rs. 5,00,000/-
3. Whereas on scrutiny of the records, it is fouLd that the company is not conducting its business as per the provisions of the Companies Act, 2013. Therefore, the matter was taken up with the company and its directors vide letter no.TC/TECH/NIDHI/ RAMUDRAURBAN /1662 to1665 dated 09.10.2020. Further, neither the company nor the directors furnished any reply to the same. Thereafter, summons under section 207 of the Companies Act, 2013 vide letter no.TC/TECH/NIDHI/ RAMUDRAURBAN/2697 to 2699 dated 15.12.2020 for appearance on 07.01.2021. Further none of the Directors of the company appeared on the said date of hearing. The report in this regard furnished to the Regional Director, Northern Region wherein non-compliance of section 92 for the year 2020 was also mentioned. The Directorate vide its letter No. TS/Kanp/Ramudraurban/2021/8166 dated 20.10.2021 has accorded the penal action under section 92 of the Companies Act, 2013. Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 92 of the Companies Act, 2013, in filing of the annual return of the company statement for year ending 30.09.2020, thereby attracting the penal provisions mentioned under Section 92(5) of the Act. The Company and its Directors are officers in default, as per section 2(60), of the Companies Act, 2013. And are thus liable for penal provisions.
Section 92(4) of the Companies Act, 2013 provides that:-
“Every company shall file with the Registrar 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.”
Section 92(5) of the Companies Act, 2013 provides that —
“If a company fails to file its annual return under sub-section (4), before the expiry of the period specified therein, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakhs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.”
4. Accordingly, a Show Cause Notice No.. 07/01/Adjudication-92/ RAMUDRAURBAN 1281-1284 dated 27.02.2023 was issued to the company and its officers in default under section under Section 92 of the Companies Act, 2013, read with Companies (Adjudication of Penalties) Rules, 2014by this office. This office has not received the said letter undelivered also.
5. The company and its officers in default have failed to furnish any reply to the said Show Cause Notice, hence no hearing was fixed for this matter.
6. Further, neither any representative of the company nor its directors have either furnished their reply or have appeared before the undersigned which has further strengthened the apprehension that the company and its Directors have failed to comply with the provisions of section 92 of the Companies Act, 2013, in filing of a copy of the annual return, within sixty days from the date on which the annual general meeting is held up to 30.09.2020, thereby attracting the penal provisions mentioned under Section 92(5) of the Act.
7. The date of default in the matter has been taken as 30.11.2020, i.e. the date up to 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. The default has been continuing since then.
8. Having considered the facts and circumstances of the case and after taking into account the factors above, I hereby impose a penalty of Rs.5,00,000/-(Rupees Five Lakh only maximum as per section 92(5) of the Act) on the company and 50,000/- (Fifty Thousand) on each Director under section 92(5) of the Companies Act, 2013 for failure to make compliance of section 92(4) of the Companies Act, 2013. It is of this opinion that penalty is commensurate with the aforesaid failure committed by the Noticee.
9. The Noticee shall pay the amount of penalty by way of Demand Draft in favour of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days receipt of this order. The Demand Draft shall be forwarded to this office Address.
10. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodi Road, New Delhi, 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(5) & 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
11. Attention is also invited to section 454(8) of the Companies Act, 2013, in the event of noncompliance of this order. In Case appeal is made 0/o Registrar of Companies, U.P. maybe informed along with the penalty imposed & the payments made.
(Seema Rath)
Registrar of Companies & Adjudicating Officer
Uttar Pradesh, Kanpur
No.07/01/Adjudication-92/ RAMUDRAURBAN/1876 to 1879
Dated: 17/04/2023
