ROC imposes penalty of Rs. 1.12 Lakhs for late filing of INC-22

The Registrar of Companies (ROC) in the matter of PEARCE SERVICES GLOBAL PRIVATE LIMITED has imposed a monetary penalty of Rs. 1.12 Lakhs for late filing of INC-22.

The company viz PEARCE SERVICES GLOBAL PRIVATE LIMITED (herein after referred to as “the Company”) is a company registered with this office under the Provisions of the Companies Act, 2013 (or previous Acts in force, as applicable) having its registered office situated at 801-B, C, D and E, 8th Floor Block B, Bestech Business Tower, Sector- 66, Mohali, Punjab, India, 160059.

As per the Financial Statements filed by the company its Paid up share capital is Rs. 1,00,000 and turnover is not filed yet.

Facts about the case:

A complaint against the affairs of the company was received from Shri Tarun Sadana, CEO Kimoha Technologies Private Limited regarding violations of various provisions of the Companies Act, inter alia alleging that company had filed incorrect form INC-22 as dates mentioned were wrong in the form. The date of lease deed is 16.05.2022, however, in the form INC-22 date has been mentioned as 12.04.2022. Complaint matter was taken up with the company and company replied that “since the transition talks were underway in March-April 2022 hence the office space 205, Bestech Business Towers, taken on lease by the complainant on behalf of the company, was temporarily mentioned by the company as a correspondence address at the time of incorporation”.

Thereafter, the Company and its directors have Suo-moto filed application vide GNL 1 (SRN No. F64184518) for adjudication of penalty under the provisions of Section 454 of the Act and rules made thereunder and stated therein inter alia:

The applicant admits their default and moved the application for adjudication of penalty under Section 454 read with Section 12 of the Companies Act, 2013 in respect of non-filing of Form INC-22 within 30 days of its Incorporation under Section 12 (1) and thereafter filing the same belatedly.

1. The Company had to file form INC 22 as per the provision of Section 12 (1) up to 03.05.2022. However, the company failed to do so.

2. The Company had defaulted in filing e-form INC 22 within stipulated time inadvertently and unintentionally.

3. The company and the co-applicants have not derived any advantage as a result of this contravention of delay in making compliance.

Thus, the company and its directors have failed to comply with the provision of Section 12 (1) of the Companies Act, 2013, in filing the statutory documents with the office of the undersigned, thereby attracting the penal provision against the company and officers in default mentioned under Section 12(8) of the Companies Act, 2013.

Penalty:

An opportunity of being heard in the matter was given to the company and its Directors and accordingly Authorized Representative of the company and Directors, Sh.Rahul Malhotra, CS appeared before the undersigned and made submissions in the case on 27.10.2023 and made submissions to impose minimum penalty in the case. However, maximum penalty prescribed in the act has been imposed on the company and Directors. Further, having considered the facts and circumstances of the case and after taking into account the factors mentioned above and submissions of the Applicant/ Representative, hereby impose penalty as prescribed under Sub-Section (8) of Section 12 of the Companies Act, 2013.

The attention is also invited to Section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, 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 and officer in default 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.

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