F.No:9/52/ADJ/SEC. 203/2013/ANDHRA PRADESH /RD(SER)/2022/6063
BEFORE THE REGIONAL DIRECTOR, SOUTH EAST REGION
MINISTRY OF CORPORATE AFFAIRS, HYDERABAD
IN THE MATTER OF COMPANIES ACT, 2013
IN THE MATTER OF ASR ENGINEERING & PROJECTS LIMITED
1. M/s. ASR Engineering & Projects Limited
2. Mr. Vijaya Raghava Reddy Mukkamalla, CFO
3. Mrs. Aparna Duddukunta, Whole-time Director
4. Mr. Venkatarami Reddy Duddukunta, Director
Appellants
Date of hearing : 29.11.2022
Present : Mr. A. Ravi Shankar, Practicing Company Secretary
ORDER
This is an appeal filed under section 454(5) of the Companies Act, 2013 by the above appellants in e-form ADJ vide SRN F27732759 dated 06.10.2022 against the adjudication order No.ROC(V)/ADJ(454)/SEC 203(5)/ASR/2022-23/1422 dated 18.08.2022 under section 454 passed by the Registrar of Companies, Andhra Pradesh for default in compliance with the requirements of Section 203 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
2. Registrar of Companies in his order of adjudication has stated that the company has failed to appoint Whole Time Company Secretary as specified in Section 203(1) of the Companies Act, 2013 since 29.08.2013 to till date except for 11 days. Hearing was held before Registrar of Companies on 18.08.2022 and after hearing the authorized representative had levied a penalty of Rs.5.00 Lakhs each on the Company, Mr. Vijaya Raghava Reddy Mukkamalla, CFO, Mrs. Aparna Duddukunta, Director and Mr. Venkatarami Reddy Duddukunta, Director (total aggregating to Rs.20.00 Lakhs).
3. An opportunity of being heard was given to the Appellants on 28.11.2022. The authoripd representative Mr. Ravi Shankar, Practicing Company Secretary appeared on behalf of the appellants and reiterated the facts made in the appeal and also submitted that the Company’s last Company Secretary was resigned from the post on 01.09.2019. After that due to Covid-19 pandemic as well as due to registered office of the Company situated at a far off remote place i.e. in Anantapur is an undeveloped small township in Andhra Pradesh, none of the persons shown interest for appointment of Company Secretary and it became difficult on the part of the Company to appoint a Whole Time Company Secretary. Further, due to outstanding loan, default in payments financial crunch, distance,& lack of infrastructure facilities at registered office of the company, which give rise to a situation which is beyond the control of the management of the company to appoint a Company Secretary. Inspite of the same Company has appointed Mr.Sadhu Jagannath Shetty as Company Secretary w.e.f. 10.11.2022 and taking into consideration the above facts has requested to waive of the penalty as levied by Registrar of Companies
4. Though there is a default committed, there is a ground in interfering with the impugned adjudication order of Registrar of Companies to the extent of reducing the quantum of penalty. I deem it would meet the end of justice, if the penalty imposed is reduced for Company to Rs.1,14,000/-, Mr. Vijaya Raghava Reddy Mukkamalla, CFO, Mrs. Aparna Duddukunta, Director and Mr. Venkatarami Reddy Duddukunta, Director to Rs.64,000/- each (total aggregating to Rs.3,06,000/-). The appellants are directed to comply with this order also provisions of Section 454(8) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014.
5. Accordingly, penalty was paid by the Company amounting to Rs.1,14,000/-, Mr. Vijaya Raghava Reddy Mukkamalla, CFO, Mrs.Aparna Duddukunta, Director and Mr. Venkatarami Reddy Duddukunta, Director for Rs.64,000/- each (total aggregating to Rs.3,06,000/-). vide SRN X29918992, X29923968, X29922978 and X29920261 and dated 09.12.2022. Accordingly, this order is issued to the Appellant Company with a copy to Registrar of Companies, Andhra Pradesh and Joint Secretary, E-Governance Cell, Ministry of Corporate Affairs, New Delhi for information and necessary action.
Issued under my hand and seal on this the 16th day of January 2023.
