Reflektion Media Software India Pvt Ltd, a company registered under the Registrar of Companies, Karnataka, has been penalized for failing to maintain the minimum paid-up capital of ₹1,00,000, as mandated for private companies under Section 2(68) of the Companies Act, 2013. The company, incorporated on November 29, 2012, was found in violation of this requirement from its inception until May 28, 2015. The penalty, adjudged under Section 454 of the Act, includes a maximum fine of ₹2,00,000 for the company and ₹50,000 each for its directors. The adjudication process, which included a hearing on February 6, 2024, concluded with the company being fined ₹2,00,000 and its directors ₹50,000 each.
Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor. ‘E’- Wing.
Koramangala, Bengaluru – 560 034
Phone: 080-25537449/25633105
E-mall ID: roc.bangatoreipmca.goy.in
File No. ROC(8)/Adj.Ord.454-2(68)/Reflektion/Co.No.066950/2024 Date: 24.05.2024
ORDER OF ADJUSTICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT, 2013 READ WITH RULE 3 OF THECOMPANIES /ADJUDICATION OF PENAI ITES1 RULES 7014 FOR VIOLATION OF PROVISIONS OF SECTION 2(61310F THE COMPANIES ACT. 2013 READ WITH RULES (AS AMENDED FROM TIME TO TIME) FRAMED THEREIN BY REFLEKTION MEDIA SOFTWARE INDIA PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter referred to as Act) read with Companies (Adjudication of Penalties) Rules. 2014 for adjudging penalties under the provisions of Companies Act, 2013.
2. The company. Reflektion Media Software (India) Private limited (hereinafter referred to as Company), having CIN U72200KA2012FTC066950 was incorporated on 29.11.2012 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is situated at No.4272, 2nd Floor, Saptagiri, Vivekananda Park Road, Near Seetha Circle, Girinagar, Bangalore – 560085, Karnataka.
3. The company has filed this adjudication application on 15.112023 for violation of the provisions of section 2(68) of the Act, the company had failed to maintain the minimum paid up capital as prescribed for a private company of Rs. 1,00,000. Hence, the company has violated the provision of the section 2(68) of the Act from 29.11.2012 to 28.05.2015.
4. As per section 3(iii) of the Companies Act. 1956, “private company” means a company which has a minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed, and by is articles.
5. As per the pre-amended provisions of section 2(68) of the Act w.e.f. 12.09.2013, ‘private company means a company having a minimum paid up of one lakh rupees or such higher paid up share capital as may be prescribed, and which by its articles.
6. As per the pro-amended provisions of section 2(68) of the Act w.e.f. 29.05.2015, ‘private company means a company having a minimum paid-up share capital as may be prescribed, and which by its articles. The requirement with respect to maintenance of minimum paid-up capital of Rs. 1.00,000 as stipulated under section 2(68) of the Companies Act 2013 was omitted by Companies (Amendment) Act 2015 with effect from 29.05.2015.
7. As per provisions of section 450 of the Act, if a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded. given or granted, and for which no penalty or punishment is provided elsewhere in this Act. the company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is In default or any other person.
8. Pursuant to the adjudication application filed by the company, Notice of hearing was sent on 25.01.2024 and physical hearing was held on 06.02.2024 which was attended by Mr. Biswajit Ghosh, practising company secretary who appeared on behalf of the company and directors and made his submissions and admitted the default committed by the company and pleaded for lesser penalty.
9. As the company is a subsidiary company, it does not fall under the definition of a small company as per the provisions of section 2(85) of the Act. Therefore, the provisions of imposing lesser penalty as per the section 446B of the Act shall not be applicable in this case.
10. Therefore, having considered the facts and circumstances of the case and the submissions made by the company / director / key managerial personnel through their authorised representative, in view of the above said violation of non-compliance of the Act in exercise of the powers vested under section 454(3) of the Act, I do hereby impose penalty in the following manner on the company and all the officers in default during the period of offence committed:
| S No. | Particular of notice | Duration of default | Calculation of penalty (In Rs.) | Maximum penalty (In Rs.) | Penalty imposed (In Rs.) |
| 1 | Company | 911 days (29.11.2012 to 28.05.2015 | 9,20,000 (10,000 + 1000 X 910) | 2,00,000 | 2,00,000 |
| 2 | Anil Kumar Singh, Director | 115 days (03.02.2015 to 28.05.2015) | 1,24,000 (10,000 + 1000 X 114) |
50,000 | 50,000 |
| 3
|
Rajeev Madhavan, Director | 911 days (29.11.2012 to 28.05.2015) | 9,20,000 (10,000 + 1000 X 798) | 50,000
|
50,000
|
| 4 | Amar Anil Chokhawala, Director | 799 days (21.03.2013 to 28.05.2015) | 8,08.000 (10,000 + 1000 X 798) | 50,000 | 50,000 |
| 5
|
Hamid Savoj, Director | 135 days (29.11.2012 to12.04.2013) | 1,44,000 (10,000 + 1000 X 134) | 50,000 | 50,000 |
| 6 | Ajey Basaveshwar Khanapuri, Director
|
889 days (21.12.2012 to 28.05.2015) | 8,98000 (10,000 + 1000 X 888) | 50,000 | 50,000 |
11. The company and its directors / key managerial personnel are hereby directed to pay the penalty amount as tabulated above within 90 days from the date of receipt of this Order and file Form INC-28 attaching a copy of the Order and payment challans In case of directors. such penalty amount is required to be paid out of their own funds. The noticee shall pay the said amount of penalty online by using the website www.mca.govin (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.
12. Appeal, if any, against this Order may be filed with the Regional Director (South East Region), Hyderabad within a period of 60 days from the date of receipt of this Order in Form AD1 setting forth the grounds of appeal and shall be accompanies by a certified copy of this Order.
13. Your attention is also invited to section 454(8) of the Companies Act. 2013 in case of non-compliance of this Order wherein necessary penal action will be initiated under 454(8)0) and (ii) of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter
14. The company is required to serve a copy of this Order on the director(s)/ officer(s)-in-default mentioned above in terms of provisions of section 20 of the Companies Act, 2013.
(Sanjay Sood)
Registrar of Companies, Karnataka
and Adjudicating Officer
