The Ministry of Corporate Affairs, through the Registrar of Companies, Chennai, has issued an adjudication order under Section 168 of the Companies Act, 2013, against M/s. Info-Drive Software Limited for failing to comply with the resignation formalities of its directors.
Background: The order highlights the company’s non-compliance with the statutory requirement of submitting Form DIR-12 within 30 days of director resignation, as mandated by Section 168 of the Companies Act, 2013.
Key Findings: Here are the significant findings outlined in the adjudication order:
1. Appointment of Adjudicating Officer: The Registrar of Companies, Chennai, was designated as the Adjudicating Officer to adjudicate penalties under the Companies Act, 2013.
2. Company Details: M/s. Info-Drive Software Limited, now under liquidation, was found to be non-compliant with the requirement to submit Form DIR-12 for director resignations within the stipulated timeframe.
3. Violation of Section 168: The company failed to file Form DIR-12 for the resignations of several directors within 30 days of receiving the notice, as required by Section 168 of the Companies Act, 2013.
4. Adjudication Process: The Registrar of Companies, Chennai, initiated the adjudication process after the matter was transferred to them from the Additional Chief Metropolitan Magistrate’s court.
5. Penalty Imposition: A penalty of Rs. 1,00,000/- was imposed solely on Mr. Jaffer Sadiq Ameer, the director at the time of the violation, for a total of 1430 days of non-compliance.
Conclusion: The adjudication order emphasizes the importance of adhering to statutory requirements concerning director resignations and the subsequent filing of Form DIR-12. Non-compliance with these regulations can result in financial penalties for the responsible individuals.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/INFO-DRIVE/ADJ/S.168/2024 DATE: 1 APR 2024
ADJUDICATION ORDER UNDER SECTION 168 OF THE COMPANIES ACT, 2013
IN THE MATTER OF M/S. INFO -DRIVE SOFTWARE LIMITED (NOW UNDER LIQUIDATION).
1. Appointment of Adjudicating Officer: –
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging p, qialties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. Info- Drive Software Limited (Now under liquidation) with CIN:L36999TN1988PLC015475 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the provisions of section 7 of the Companies Act, 2013 having its registered office as per MCA21 Registry at Crown Court, Sixth Floor, Office No. 3, No. 128, Cathedral Road, Chennai 600086. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S.No. | Particulars | Details as on F.Y. 2013-14 |
| 1. | Paid up Capital | 45,09,02,200 |
| 2. | a. Revenue from Operation | 63,19,53,000 |
| b. Other Income | 4,50,26,000 | |
| c. Profit for the Period | 12,68,000 | |
| 3. | Whether it is a Holding Company | No |
| 4. | Whether it is a Subsidiary Company | No |
| 5. | Whether company registered under Section 8 of the Act? | No |
| 6. | Whether company registered under any other special Act? | No |
3. Directors during the period of violation
| S.No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Shri.Jaffer Sadiq Ameer | Director | 12.03.2013 |
- Mr. Seshagiri Rao was demised on 27.06.2016. Therefore, the charge against him was abated.
- Andrew Niranjan Seshiah is not regularized as a director.
4. Section and Penal Provision as per Companies Act, 2013
Section 168 of the Companies Act, 2013- Resignation of Directors:
(1) A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of Directors laid in the immediately following general meeting by the company:
[Provided that a [director may also forward] a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner as may be prescribed.]
(2) The resignation of a director shall take effect from the date on which the notice is received by the company or the date, if any, specified by the director in the notice, whichever is later:
Provided that the director who has resigned shall be liable even after his resignation for the offences which occurred during his tenure.
(3) Where all the Directors of a company resign from their offices, or vacate their offices under section 167, the promoter or, in his absence, the Central Government shall appoint the required number of Directors who shall hold office till the Directors are appointed by the company in general meeting.
Rule 15 of Companies (Appointment and Qualification of Directors), Rule,2014 provides: The company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIR-12 and post the information on its website, if any.
Section 172 of the Companies Act, 2013- Penalty
” If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in of case a company and one lakh rupees in case of an officer who is in default.
5. Issue of Adjudication Notice:
Pursuant to the Ministry’s Instruction, the Registrar of Companies, Chennai has conducted an Inspection of books and papers of M/s. Info Drive Software Limited U/s. 206(5) of the Companies Act, 2013. The JO reported on examining the records of the company, the following officers resigned without filing DIR-12 with the Registrar which is required U/s. 168 of the Companies Act, 2013 read with Rule 15 of Companies (Appointment and Qualification of Directors) Rules, 2014.
| Name | DIN | Date of resignation | Date of filing DIR 11 |
| Lakshmi
Sankarakrishnan Ramlingam |
02576900 | 05.04.2018 | 07.04.2018 |
| Pramod Manoharlal Jain | 02711188 | 12.12.2017 | 09.04.2018 |
| Sathishkumar Subramanyam | 05019675 | 06.04.2018 | 07.04.2018 |
| Giridhar | AFKPG7553D | 31.08.2018 |
The company is required to intimate the Registrar in Fomr DIR 12 within thirty days from the date of receipt of notice of resignation from a director but failed to file form DIR -12 for the above Directors. Thus, contravened the provisions for Section 168 of the Companies Act, 2013. The Registrar of Companies, Chennai had filed a complaint before the Additional Chief Metropolitan Magistrate Economic Offences, Egmore Chennai in EOCC No. 93/2019 against the company and its directors for violation of Section 168 of the Companies Act, 2013 read with Rule 15 of Companies (Appointment and Qualification of Directors) Rules, 2014. The Hon’ble Court of the Additional Chief Metropolitan Magistrate, E.0-I, Egmore, Chennai 600008 vide order dated 31.07.2023 in E.O.C.C. No. 93/2019 ordered that “the case is withdrawn from the file of this Court and transferred to ROC/Adjudicating Authority for Adjudication U/s. 454 of the Companies Act, 2013”.
6. Adjudication Hearing:
The Adjudicating Authority has issued notice of hearing dated 14.02.2024 by fixing the hearing on 20.02.2024 at 01:15 PM. Mr. Murthy, CS has appeared before the Adjudicating Authority on 20.02.2024 on behalf the company and directors namely Mr. Jaffer Sadiq Ameer and Mr. Andrew Niranjan Seshiah. The authorized representative made a submission that the violation of Section 168 may be adjudicated and penalty may be imposed only on director.
7. Decision
The Hon’ble NCLT Chennai Bench II vide order dated 06.04.2022 in IA/1316/IB/2020 & IA/129(CHE)/2021 in CP/1000/IB/2018 appointed a liquidator in the matter of Corporate Debtor Info- Drive Software Limited under IBC 2016. Further, in the said order stated that the liquidator shall issue the public announcement that the Corporate Debtor is in liquidation.
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that there is violation of Section 168 of the Companies Act, 2013 for 1430 days from 07.05.2018 (30 days after filing DIR 11) to date of appointment of liquidator i.e, 06.04.2022.
I am inclined to impose a penalty only on the director (now Ex- Director) namely
Mr. Jaffer Sadiq Ameer as prescribed under Section 172 of the Companies Act, 2013 as the company is currently under liquidation and Mr. Andrew Niranjan Seshiah is not regularized as a director. The details of the penalty imposed is shown in the table below:
| S.No | Officers in default | No of days of default | Per day penalty for default | Total Penalty | Maximum Penalty | Penalty Imposed |
| 1. | Shri.Jaffer Sadiq Ameer, Director | 1430 days | Rs.500/- | Rs.50,000 + Rs.500 x 1430 days = 7,65,000 | Rs.1,00,000/- | Rs.1,00,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.1,00,000/- (Rupees One laid’s) is imposed on director. Totally Rs. 1,00,000/- (Rupees One lakh) is imposed as penalty amount for violation of Section 168 of the Companies Act, 2013.
8. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head), within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
9. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in] 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 (Adjudicating of Penalties) Rules, 2014].
10. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(i) Where company fails to comply with the order made under subsection (3) or sub-section (7), as the case may be 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.
(it) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be 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.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
