On June 12, 2024, the Registrar of Companies in Karnataka issued an adjudication order imposing penalties on Aspect Contact Center Software India Private Limited and its directors for violating Section 123(4) of the Companies Act, 2013. The company failed to deposit declared dividends within the mandated five-day period in a scheduled bank in a separate account, delaying the deposit by seven days. Under Section 450 of the Act, penalties were calculated for the delay period, totaling ₹16,000 for the company and each director. The company must pay these fines within 90 days and submit Form INC-28 with the payment details. Appeals against this order can be filed with the Regional Director within 60 days. Failure to comply may result in further penalties under Section 454(8) of the Act.
Government of India
Ministry of Corporate Affairs
Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, ‘E’ Wing,
Koramangala, Bengaluru 560 034
Phone :080-25537449/25633105
E-mail ID: [email protected]
File No. ROC(8)/Adj.OrdA54-123(4)/Aspect Contact/Co.No324689/2024 Date:12.06.2024
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF PROVISIONS OF SECTION 123(4) OF THE COMPANIES ACT, 2013 BY ASPECT CONTACT CENTER 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 the Companies Act, 2013.
2. The company Aspect Contact Center Software India Private Limited (hereinafter referred to as Company) having CIN: U72200KA2001PTC124689 was incorporated on 23.10.2001 and is presently registered under the jurisdiction of Registrar of Companies. Karnataka and the registered office of the company is situated at 2nd Floor. Embassy Star, No. 8, Palace Road, Bangalore – 560052, Karnataka.
3. The company has filed a suo-motu adjudication application on 21.03.2024. It has been submitted that the company has declared the final dividend at its Annual General Meeting held on 29.09.2023, and the amount of the dividend was to be deposited in a scheduled bank in a separate account within five days from the date of declaration of dividend i.e. by 04.10.2023. However. the company has deposited the dividend amount on 11.10.2023 with delay of 7 days, thereby violating the provisions of section 123(4) of the Act. for the period from 05.10.2023 to 11.10.2023.
4. As per section 123(4) of the Act, the amount of the dividend, including interim dividend, shall be deposited in a scheduled bank in a separate account within five days from the date of declaration of such dividend,
5. As per 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 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 ((specks in case of an officer who is in default or any other person.
6. Pursuant to the adjudication application filed by the company, Notice of hearing wm sent on 03.05.2024 and physical hearing was held on 22.05.2024. It was attended by Ms. Pratibha Mohta, practising company secretary and authorised representative who appeared on behalf of the company and directors and made her submissions as per the application filed. The company was asked to give details of the declaration and payment of dividend and compliance of other provisions of section 123 of the Act, and the same was submitted by the company on 29.05.2024.
7. It is seen that the company is subsidiary company and 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 446B of the Act shall not be applicable in this case.
8. Therefore, having considered the facts and circumstances of the case and the submissions made by the company / director through their authorized representative, in view of the above said violation of the provisions of section 123(4) of the Act, and 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. | Particulars | Duration of Default |
Calculation of Penalty | Penalty imposed as per section 450 of the Act |
| 1 | Company | 7 days (05.10.2023 to 11.10.2023) | Rs. 16.000 (10000 + 1000 X 6) | Rs. 16,000 |
| 2 | Kotamraju Gaurav
Rao, Director |
7 days (05.102023 to 11.10.2023) | Rs. 16000 (10000 +1000 X 6) | Rs. 16,000 |
| 3 | Lynn Seymour
Parkin, Director |
7 days (05.10.2023 to 11.10.2023) | Rs. 16,000 (10000 + 1000 X6) | Rs. 16,000 |
| 4 | Michael Philip
Cruet. Director |
7 days (05.10.2023 to 11.102023) | Rs. 16,000 (10000 + 1000 X 6) | Rs. 16.000 |
9. 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.
10. 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 arid shall be accompanies by a certified copy of this Order.
11. 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.
12. 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, Kamataka
and Adjudicating Officer
