GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF
COMPANIES,
NCT OF DELHI & HARYANA
FLOOR, IFCI TOWER, 61, NEHRU
PLACE, NEW DELHI -110019
Order No. ROC/D/Adj/2022/Section 203/Alpur/6982-6988 Dated: 29.12.2022
Order for Penalty for violation of section 203(4) of the Companies Act, 2013
In the matter of ALPUR SOLAR PRIVATE LIMITED (U40300DL2018PTC331162)
Adjudication in respect of violation of Companies Act, 2013.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 (See SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company:
Alpur Solar Private Limited (herein after known as ‘company’) is a registered company with this office under the provisions of section 7 of the Companies Act, 2013 (erstwhile Companies Act, 1956) having its registered office as per MCA21 Registry at address First Floor, Southern Park, D-2, District Centre, Saket, DELHI, South Delhi, 110017.
| S.No. | Particulars | Remarks |
| 1. | Paid up Capital-
(Equity & Preference Shares) |
36,55,00,000/- |
| 2. | Turnover-
(Revenue from operations) |
51,55,217 (FY 2020-21) |
| 3. | Holding Company | NA |
| 4. | 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. Facts about the Case:
> On perusal of the Application of eform GNL-1 (SRN T85614188). It has been noticed that Company Secretary Ms. Sangeeta resigned from the company w.e.f. 28.01.2021 from the office of whole time company secretary that thereafter company appointed a whole time company secretary Mr. Annu Bhagat on 24.01.2022 during this period the paid up share capital of company was more than five crore rupees therefore the company was require to appoint a whole time company secretary u/s 203 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
> In terms of the provisions of section 203(4) r/w 454 of the Companies Act, 2013, this office had issued Show Cause Notices (SCN) vide no. No. ROC/D/Adj/2022/Section 203/32633269 dated-01.06.2022 to the Company and officers in default.
> A reply dated 15.06.2022 of Noticee No. 2 Adarsh Das (on behalf of company and himself) received to this office on 18.11.2022 in respect of SCN issued by this office, wherein the company cited difficulties it faced on account of the COVID-19 pandemic and the extending lockdown situation in appointment of a new whole time Company Secretary.
4. The relevant provision of the sections 203 rhv Rule SA (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2014 and 2020 as on date of default are as under: –
Section 203 (Appointment of Kev Managerial Personnel)
> (4) if the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be filled-up by the Board at a meeting of the Board within a period of six months from the date of such vacancy.
> (5) “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 lakh rupees”
Rule 8A (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2014 (w.e.f. 09.06.2014)
> Appointment of Company Secretaries in Companies Not Covered Under Rule 8. “A company other than a company covered under rule 8 which has a paid-up capital of 5 Crore Rupees of more shall have a whole time Company Secretary”.
Rule 8A (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2020 – Notified of 03 January, 2020 (applicable in respect of financial years commencing on or after 01-04-2020)
> Appointment of Company Secretaries in Companies Not Covered Under Rule 8 “8A. Every private company which has a paid up share capital of ten crore rupees or more shall have a whole-time company secretary.”
5. Adjudication of penalty: –
> The applicant company and its officers, who have defaulted the provisions of section 203(1) r/w 203(4) of the Act for non- appointment of Whole-Time Company Secretary are liable for penalties under section 203(5) of the Act w.e.f. 27th July, 2021 to 23″ Jan, 2022. [after excluding the period of six months as provided under section 203(4)]
> In exercise of the powers conferred on me vide Notification dated 24th March, 2015 and having considered the facts and circumstances of the case besides oral submissions made by the representative of Noticee(s) and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default as per table below for violation of section 203(1) of the Act: –
| Violation section |
Penalty imposed on company/ director(s) |
No. of days of default |
Calculation for penalty amount |
Maximum penalty can be imposed |
Penalty imposed by the adjudicating officer u/s 454 of Companies Act |
| A | 13 | C | D | E | F |
| u/s 203(4) of the Companies Act, 2013 |
On company | 180* | .. | 5,00,000/- | Rs. 5,00,000 |
| Mr. Adarsh Das, Director | 180* | 50,000+1000×180
=2,30,000/- |
5,00,000/- | Rs. 2,30,000 | |
| Mr. Rajendra Kumar Vishnoi, Director | 180* | 50,000+1000×180
=2,30,000/- |
5,00,000/- | Rs. 2,30,000 | |
| Mr. Tomas Parlade Malasne, Director | 180* | 50,000+1000×180
=2,30,000/- |
5,00,000/- | Rs. 2,30,000 | |
| Pablo Burgos Galindez, Director | 180* | 50,000+1000×180
=2,30,000/- |
5,00,000/- | Rs. 2,30,000 | |
| Pradeep Chauhan, Director | 180* | 50,000+1000×180
=2,30,000/- |
5,00,000/- | Rs. 2,30,000 |
*No. of days have been calculated from 27.07.2021 till 23.01.2022.
a. The company and its directors are hereby directed to pay the penalty amount as per column no. ‘F’ of above Table. In case of directors such amount is required to be paid out of their own funds.
b. The company and its directors are hereby directed to rectify the default immediately from the date of receipt of copy of this Order.
c. The noticees shall pay the said amount of penalty through online by using the website mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
d. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website www.mca.gov.in] setting forth the grounds of appeal and shall be accompanied by a certified copy of the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
e. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order.
(PRANAY CHATURVEDI,ICLS)
(ADJUDICATING OFFICER)
Registrar of Companies,
NCT of Delhi & Haryana
I require the format for submission to REGIONAL DIRECTOR AGANIST THE SERVICE OF ORDER OF ADJUDICATION PROCEEDING FOR VIOLATION OF SECTION 203 OF THE COMPANIES ACT 2013