GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES, TAMIL NADU
SHASTRI BHAVAN, II FLOOR, 26, HADDOWS ROAD, CHENNAI-6.
Order No. F.No. Roc/Chn/TBF/S.118/Adj/2022 Date: 9 February 2023
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES 2014 FOR VIOLATION OF PROVISIONS OF SECTION 118 OF THE COMPANIES ACT, 2013 BY M/S TBF NIDHI (KUMBAKONAM) LIMITED
1. In the matter of M/s TBF NIDHI (KUMBAKONAM) LIMITED (CIN No: U65991TN1993PLCO25555) incorporated on 05.08.1993 under the jurisdiction of Registrar of Companies, Chennai with the registered office situated at 20/38A, Dr. Besant Road, Kumbakonam, Tamil Nadu, 612001, India.
2. Whereas pursuant to Section 118(1) of the Companies Act, 2013, Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.
3. Further the provisions of Rule 25 of Companies (Management and Administration) Rules, 2014, stipulates that a distinct minute book shall be maintained for each type of meeting namely (i) General Meetings of the members (ii) Meetings of the creditors (iii) Meetings of the Board and (iv) Meetings of each of the committees of the Board.
4. Whereas, the company was inspected under Section 206(5) of the Companies Act, 2013 by an Officer authorized by the Central Government and the Inspecting Officer has observed that As per the requirements of Section 118(10) of the Companies Act, 2013 r/w Secretarial Standard 1, disclosure of the Annual Report of a Company shall disclose the place, time, number and mode of meetings of the Board and Committees held during the financial year indicating the number of meetings attended by each Director. In the Financial statement as at 31.03.2018, 31.03.2019 and 31.03.2020 in the Board of Director’s Report serial number of meetings, date of meeting. However, place, time, number and mode of meetings have not been furnished. Hence, requirements of section 118(10) read with SS -1 has not been complied with.
5. However, the inspecting officer has reported that the reply of the company has been examined and found not satisfactory and untenable. As per Secretarial Standards SS1, furnishing of place, time, number and mode of meetings were required. Disclosure of the Annual Report of a Company shall disclose the place, time, number and mode of meetings of the Board and Committees held during the financial year indicating the number of meetings attended by each Director. In the Financial statement as at 31.03.2018, 31.03.2019 and 31.03.2020 in the Board of Director’s the place, time, number and mode of meetings have not been furnished. Hence, requirements of section 118(10) read with SS -1 has not been complied.
6. Whereas Regional Director, Ministry of Corporate Affairs, Chennai vide letter dated 26.02.2021 issued directions to take necessary action against the defaulters of the provisions of the Companies Act, 2013 and the undersigned has reasonable cause to believe that the aforesaid provisions of the Act have not been complied with, and accordingly this office had issued Adjudication Notice to the Company and Directors vide Show Cause Notice F.No.Roc/Chn/25555/S.118/P.19/Inspn/2022 dated 27.05.2022.
7. Whereas on the basis of Adjudication notice of hearing Fixed on 14.10.2022 at 12:00 Noon, the authorized representative of the Company Shri. P. Sriram, Practising Company Secretary had attended the hearing on 14.10.2022 at 12:00 Noon for adjudicating penalty for violations committed. He had also admitted the violations of the provisions of the Act in principle and requested for a lenient view on the matter.
8. Whereas pursuant to the Rule 25 of Companies (Management and Administration) Rules, 2014, the penal provisions of Section 118(11) of the Companies Act, 2013 state that “If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.”
9. Therefore in view of the above said violation of Section 118 of the Companies Act, 2013, the undersigned in exercise of the powers vested to him under Section 454(1) & (3) of the Companies Act, 2013 hereby impose a penalty of Rs.25,000/- to the company and Rs.5,000/-each to the officers in default viz., 1.Shri Pattabiraman Ravichandran 2.Shri Raman Muthuswamy 3.Shri Srinivasan Rajagopalan Sridharan and 4.Shri. Lakshmanan Rangasamy
| Year | Company | Officers |
| 2017-2018 | Rs.25,000/- | Rs.20,000/- |
| 2018-2019 | Rs.25,000/- | Rs.20,000/- |
| 2019-2020 | Rs.25,000/- | Rs.20,000/- |
| Total | Rs.75,000/- | Rs.60,000/- |
(Totalling Rs.1,35,000/- as penalty amount).
10. Whereas sub-section (5) of section 454 of the Companies Act,2013 provides that any person aggrieved by an order made by the adjudicating officer under sub-section(3) may prefer an appeal to the Regional Director having jurisdiction in the matter and further sub-section(6) provides that every appeal under sub-section(5) shall be filed within sixty days form the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person and shall be in such form, manner and be accompanied by such fees as may be prescribed.
11. Please note that as per Section 454(8) (i) of the Companies Act, 2013, Where company does not pay the penalty imposed by the adjudicating officer or the Regional Director within a period of ninety days from the date of the receipt of the copy of the order, 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.
(ii) Where an officer of a company who is in default does not pay the penalty within a period of ninety days from the date of the receipt of the copy of the order, such officer 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.
In case of default in payment of penalty, prosecution will be filed under section 454(8) (i) and (ii) of the Companies Act, 2013 at your own costs without any further notice. Alongwith the penalty to be imposed and the same should be submitted.
(K.G.JOSEPH JACKSON)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI
ADJUDICATION OFFICER
Under SS1, only below disclosure needs to be specified:
“The Annual Report and Annual Return of a company shall disclose the number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended by each Director.”
Can you please show the text of SS-1 where the non-compliance been made!