ORAGEM EXIM PRIVATE LIMITED recently found itself in hot water due to its failure to maintain a minute book of general meetings, as required by Section 119 of the Companies Act, 2013. This article provides a comprehensive analysis of the violation, the adjudication process, and the penalties imposed by the Registrar of Companies, Rajasthan, Jaipur.
The case revolves around the discovery made by the office of the Registrar of Companies, Rajasthan, during a visit to the company’s registered office. It was found that the registered office of ORAGEM EXIM PRIVATE LIMITED did not exist, and more importantly, the books of accounts, including the minute book of general meetings, were not maintained at the recorded registered office address. This non-compliance was a clear violation of the provisions of Section 119 of the Companies Act, 2013.
Section 119 of the Companies Act, 2013 mandates that the books containing the minutes of the proceedings of any general meeting of a company or of a resolution by postal ballot must be kept at the registered office of the company. Furthermore, these books should be open for inspection by any member during business hours, without any charge, subject to reasonable restrictions as may be imposed by the company through its articles or in a general meeting. However, at least two hours in each business day must be allowed for inspection.
In response to this violation, an adjudication notice dated August 26, 2022, was issued to the company and its officers in default. This notice provided an opportunity for them to present their case and be heard on September 13, 2022, at 11 A.M. at the office of the Registrar of Companies in Jaipur.
However, on the scheduled hearing date, no representative from the company or its directors appeared, and the default was not rectified. Consequently, it was determined that every director of the company was in default. After a careful examination of the facts, the Registrar of Companies concluded that ORAGEM EXIM PRIVATE LIMITED and its directors had indeed failed to comply with the provisions of Section 119 of the Companies Act, 2013.
The total penalty amounted to Rs. 20,000/-. It was specified that the company should pay Rs. 12,500/-, and each of the three directors in default should pay Rs. 2,500/-. These penalties were imposed for the violation of Section 119 of the Companies Act, 2013.
The matter was subsequently disposed of with this order, signed on September 22, 2022.
Conclusion:
The case of ORAGEM EXIM PRIVATE LIMITED serves as a cautionary tale highlighting the importance of adhering to statutory requirements, such as maintaining minute books of general meetings as stipulated by the Companies Act, 2013. Failure to comply with such requirements can lead to financial penalties, as evidenced by the penalties imposed in this case. It underscores the necessity for companies to ensure strict compliance with all regulatory obligations to avoid legal consequences.
*****
Registrar of Companies, Rajasthan, Jaipur
Order No.ROC-JP/Adj./2022-23/Sec 138/CA 2013
In the matter of Companies Act 2013
And
In the matter of adjudication proceeding under section 454 (3) of
Companies Act, 2013
And
In the matter of adjudication proceeding for the violation of section
119 of the Companies Act, 2013.
And
In the matter of
1. Oragem Exim Private Limited
2. Abhishek Kumawat
3. RAJIVKUMAR JAISWAR
4. Pavan Varma
………….. Respondents
Date of hearing- 13/09/2022
Present
1. Shri C. M. Karl Marx, Registrar of Companies, Rajasthan, Jaipur, Adjudicating Officer
Adjudication Order
Fact of the Case
1. It is noticed from the visit report prepared by the office of the Registrar of Companies, Rajasthan, the registered office of the company does not exist. The books of accounts are not at all maintained at the said recorded Registered Office address by the company. Hence, it is concluded that no minute book of general meetings was maintained, thereby violating the provisions of Section 119 of the Companies Act 2013.
2. As per provision of section 119 of the Companies Act 2013, the books containing the minutes of the proceedings of any general meeting of a company or of a resolution by postal ballot, shall be kept at the registered office of the company; and be open, during business hours, to the inspection by any member without charge, subject to such reasonable restrictions as the company may, by its articles or in general meeting, impose, so, however, that not less than two hours in each business day are allowed for inspection.
3. The aforesaid violation was taken up with the company and its officers in default vide adjudication Notice dated 26.08.2022 for violation of section 119 of the companies Act, 2013 giving an opportunity of being heard on 13th September 2022 at 11 A.M. in the committee room of the 0/o Register of the Companies Corporate Bhawan, G – 6 867, Residency Area, Civil Lines, Jaipur-302001.
4. No one has appeared today on behalf of Company and other directors. Further, the default is not rectified as on date. Hence, it is concluded that every director of the Company is defaulted. On carefully examination and considering the fact of the case, I am on conclusion that the provision of section 119 of the Companies Act, 2013 have not been complied with by the Company and its directors.
ORDER
“That keeping in mind all the relevant facts, penalty of Rs. 25,000/- (Rs. Fifty thousand only) on Company and Rs. 5000/- (Rs. Five Thousand only) provides in the penal provision of section 119 of the Companies Act, 2013. Keeping in view of section 446B of the Act penalty is hereby imposed Rs. 12,500/- (Rs. Twelve thousand five hundred only) on the Company and Rs. 2,500/- (Two thousand five hundred only) on each for 3 directors in default for violation of section 119 of the Companies Act, 2013. Total penalty is hereby imposed Rs. 20,000/- (Rs. Twenty thousand only)”
The matter has been stands disposed of with this order. Signed this on 22nd day of September 2022.
No. 2549 to 2554
28/09/2022
C.M. Karl Marx
Registrar of companies, Rajasthan
Jaipur (Rajasthan)
