In June 11, 2024, the Registrar of Companies, Karnataka, issued an adjudication order under Section 454 of the Companies Act, 2013, addressing penalties for MathWorks India Private Limited and Uurmi Systems Private Limited. Both companies faced penalties due to non-compliance with Section 203 of the Companies Act, 2013, and Section 383A of the Companies Act, related to the failure to appoint a whole-time company secretary. MathWorks India, having crossed the paid-up capital threshold of Rs. 5 Crores on January 26, 2017, failed to appoint a secretary from January 26, 2017, to February 17, 2019. Uurmi Systems, amalgamated with MathWorks, had a similar non-compliance issue from March 21, 2014, to May 28, 2019. Penalties imposed include Rs. 5 lakhs on the companies and additional fines for individual directors based on the duration of non-compliance. Penalty imposed on MathWorks India Private Limited and its directors amounted to Rs. 20.91 Lakh, Penalty imposed on Uurmi Systems Private Limited and its directors amounted to Rs. 36.91 Lakh and total penalty amounted to Rs. 57.82 Lakh.
The companies are directed to pay these penalties within 90 days and file necessary forms with the Ministry of Corporate Affairs. Appeals can be filed within 60 days with the Regional Director, South East Region, Hyderabad. Further non-compliance may result in additional penalties.
Registrar of Companies, Karnataka
Kendriya Sedan, 2nd Floor.’ E’. Wing.
Koramangala, Bengaluru – 5130 034
VAR/ Phone: 080-25537449/25633105
E-mail ID: roc.bangatoregorrica.gov.in
File No. ROC(B)/Ach.Orc1454-203/MathWorks/Co.No.045050/2024 Date:11.06.2024
ORDFR OF ADJUDICATION OF PENALTY UNDERAECTION 454 OF COMPANIES ACT. 2013 READ WITH RULE 3 OF THE COMPAMISJADJUDICATION OF PENAUM.S1 RULES, 2014 FOR V1OLATLON OF PROVISIONS OF SECTION203 OF THE COMPANIES ACT. 2013 READ WITH RUES (AS AMENDED FROM TIME TO TIME) FRAMED THEREIN BY MATHWORKS INDIA PRIVATE UMITED
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, MathWorks India Private Limited (hereinafter referred to as Company), having CIN U72200KA2008FTC045050 was incorporated on 25.01.2008 and is presently registered under the jurisdiction of Registrar of Companies. Kamataka and the registered office of the company is situated at 9th, 8th & 7th Floor, Trillium Building, Blocks I&J, Embassy Tech Village, Outer Ring Road. Bangalore – 560103.
3. Pursuant to the observations made by Regional Director (SFR). Hyderabad regarding non- appointment of whole-time company secretary both in transferor company and the transferee company, i.e. non-compliance of section 383A of the Companies Act 1956 and section 203 of the Companies Act. 2013. the company has filed the adjudication application for adjudicating the offences.
4. It is seen from the petition that a scheme of amalgamation under section 233 of the Companies Act. 2013 read with Rule 25 of Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 was applied before the Regional Director on 31.08.2018 for the amalgamation of Utumi Systems Private Limited, being the transferor company with Mathworks India Private Limited, being the transferee company. The scheme of amalgamation was approved on 28.052019 by the Regional Director who had made certain observations and directed the applicant i.e.. Mathworks India Private Limited (Transferee Company) to submit an undertaking for adjudication of offences committed under section 203 of the Act viz., for non-compliance for appointment of whole-time company secretary. Pursuant to RD’s instructions, the adjudication application has been filed by the company i.e. MathWorks India Private Limited.
5. Based on RD(SER) observation, the MathWorks India Private Limited has filed two adjudication applications, one application with respect to MathWorks India Private limited for non compliance of section 203 of the Act and another application with respect to Uurmi Systems Private Limited (amalgamated with MathWorks India Private Limited) for non compliance of section 38.3A of the Companies Act. 1956 and section 203 of the Companies Act 2013.
6. As per adjudication application filed by the MathWorks India Private Limited in respect to MathWorks India Private Limited on 03.01.2024 regarding non-appointment of whole-time company secretary i.e. violation of section 203 of the Companies Act, 2013. The company has submitted that its paid-up capital crossed the applicable threshold of Rs. 5 Crores to appoint a whole-time company secretary on 26.01.2017 and it was required to appoint a company secretary from this date, but has failed to appoint a company secretary from 26.01.2017 to 17.02.2019 e. default of 753 days and appointed one only from 18.02.2019.
7. As per adjudication application filed by the MathWorks India Private limited in respect to Uurmi Systems Private limited on 01.2024 regarding non-compliance committed by Uurmi Systems Private Limited (CIN: U723007G2010PTC070527) which was amalgamated with this company viz. MathWorks India Private Limited on 28.05.2019, for non- appointment of whole-time company secretary i.e. violation of section 383A of the Companies Act, 1956 and section 203 of the Act. The company has submitted that its paid-up capital crossed the applicable threshold of Rs. 5 Crores to appoint a whole-time company secretary on 21.03.2014 and it was required to appoint a company secretary from this date, but has failed to appoint a company secretary from 21.03.2014 to 28.05.2019 i.e. default of 1,826 days.
8. As per section 383A(1) of the Companies Act, 1956, every company having such paid-up capital share capital as may be prescribed shall have a whole time secretary and as per Rule 2(1) of Companies (Appointment and Qualifications of Secretary) Rules,1988, every company having a paid-up share capital of not less than rupees fifty lakhs shall have a whole-time secretary. This applicable threshold was increased to rupees two crores wet 11.06.2002 and thereafter increased to five crore rupees wet 15.03.2009. Further, as per proviso to Rule 2 of Companies (Appointment and Qualifications of Secretary) Rules 1988, the company shall within a period of one year from the date of increase of the paid-up capital beyond threshold limits comply with the provisions of sub-rules (1) and (2) of rule 2.
9. As per section 203(1) of the Companies Act, 2013. every company belonging to such class or classes of companies as may be prescribed shall have whole-time key managerial personnel and as per Rule BA of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, w.e.f. 06.2014, every company other than a company covered uncle; rule 8 which has a paid-up share capital of Rs, 5 crore or more shall have a whole-time company secretary and this threshold was further increased to Rs. 10 crore or more applicable in respect of financial years commencing on or after 01.04.2020.
10. As per section 203(5) of the Companies Act. 2013. if any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lath rupees.
11. Pursuant to the adjudication application filed by the company, Notice of hearing was sent on 25.01.2024 and physical hearing was held on 07.02.2024. It was attended by Mr Anup Vijay Kulkami, Advocate and authorised representative, who made his submissions as mentioned in the application
12. As seen from the financial statements of the company and the criteria prescribed, the company does not fall under the definition of a small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provisions of imposing lesser penalty as per the section 4468 of the Act shall not be applicable in this case.
13. Therefore, having considered the facts and circumstances of the case and the submissions made by the company and present / past directors through their authorised representatives, in view of the above said violations of non-appointment of company secretary under the provisions of section 383A(1) of the Companies Act. 1956 / section 203(1) of the Companies Act, 2013. read with corresponding rules, in exercise of the powers vested under section 454(3)(a) of the Companies Act 2013. I do hereby impose penalty in the following manner on the company and the directors / officers who were in default of the offence committed:
A Penalty imposed on MathWorks India Private Limited and its directors who are in default
| S. No. |
Particulars of notice | Duration of default |
Calculation of penalty (In Rs.) |
Maximum penalty (In Its.) |
Penalty imposed (In Ps.)
|
| 1 | Company | 753 days (26.012017 to 17.022019) | 5,00,000 | 5.00,060 | 5,00,000 |
| 2 | Jeanne Mane Keefe, Director | 753 days 26.01.2017 to 17.022019) | 8,02.000 (50,000 + 1000 X 752 days) |
5.00,000 | 500,000 |
| 3 | Stevan Douglas Barbo, Director | 753 days (2641.2017 to 17.022019) | 8,02,000
(50,000 + |
5,00,000 | 5,00000 |
| 4 | Kishore Rao Director | 706 days (26.012017 to 01.01.2019) | 7,55.000 (50,000 + 1000 x 705 days) | 5.00.000 | 5,00,000 |
| 5 | Kumar Bhakthavatchalu, Director | 42 days (07.01.2019 to 17.02.2019 | 91,000 (50,000 + 1000 X 41 days) |
91,000 | 91,000 |
B. Penalty Imposed on Uurmi Systems Private Limited and its directors who are in default:
| S. No. |
Particulars of notice | Duration of default |
Calculation of penalty (In Rs.) |
Maximum penalty (In Rs.) |
Penalty imposed (In Rs.) |
| 1 | Company | 1826 days (21.03.2014 to 2805.2019) | 5,00.000 | 5,00,000 | 5,00,000 |
| 2 | Nagulapalli Bhaskar Rao, Director | 979 days (21.03.2014 to 31.01.2017 | 10,28,000 (50,000 + 1,000 X 978 days) |
5.00,000 | 5,00,000 |
| 3 | Jeanne Marie Keefe, Director | 848 days (31.01.2017 to 28.05.2019) | 8,97.000 (50,000 + 1,000 X 847′ days) |
5.00.000 | 5,00,000 |
| 4 | Steven Douglas Barbo, Director | 848 days (31.01.2017 to 28.05.2019) | 8.97,000 (50.000 + 1.000 X 847 days) | 5,00,000 | 5.00,000 |
| 5 | Hima Bindu Putta, Director | 979 days (21.03.2014 to 31.01.2017) | 10,28,000 (50.000 + 1,000 X 978 days) |
5,00,000 | 5,00,000 |
| 6 | Kishore Rao, Director | 701 days (31.01.2017 to 01.01.2019) | 7,50,000 (50.000 + 1,000 X 700 days) | 5,00,000 | 5,00.000 |
| 7 | Syam Sunder Garimidi, Director | 979 days (21.03.2014 to 31.01.2017) | 10,28,000 (50,000 + 1,000 X 978 days) |
5,00,000 | 5.00,000 |
| 8 | Kumar Bakthavatchalu, Director | 142 days (07.012019 to 28.05.2019) | 1,91,000 (50,000 + 1.000 X 141 days) | 5,00,000 | 1,91,000 |
14. 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 mca.gov.in (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.
15. 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 AD) setting forth the grounds of appeal and shall be accompanies by a certified copy of this Order.
16. 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)(1) and (ii) of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter.
17. The company is required to stave a copy of this Order on the director(s)/ officer(s)-in-default mentioned above an terms of provisions of section 20 of the Companies Act, 2013.
(Sanjay Sood)
Registrar of Companies, Kamataka
and Adjudicating Officer
