In a recent development, the Registrar of Companies (RoC), Karnataka, has imposed a penalty of Rs. 1.5 lakhs on Shree Hayagreeva Oil and Gas Private Limited for a significant delay in submitting Form INC-22, thereby violating Section 12(2) of the Companies Act, 2013. This adjudication, carried out under Section 454 of the Companies Act, 2013, serves as a stern reminder of the legal obligations that companies must adhere to within the stipulated timelines.
Background: Shree Hayagreeva Oil and Gas Private Limited, incorporated on 15.12.2016, filed a suo-motu application acknowledging the delay in submitting Form INC-22. The said form is mandatory under Section 12(2) of the Companies Act, 2013, requiring companies to furnish the Registrar of Companies with verification of their registered office within 30 days of incorporation.
Violation Details: The company failed to comply with the prescribed timeline, as the Form INC-22 was submitted 760 days late on 14.02.2019, instead of the due date of 15.01.2017. This delay prompted the adjudication process under Section 454 of the Companies Act, 2013.
Penalty Imposition: As per Section 12(8) of the Companies Act, 2013, a penalty of one thousand rupees per day, not exceeding one lakh rupees, is applicable for defaults related to Section 12. In this case, the company and its directors faced a penalty for the 760-day period of non-compliance.
Adjudication Process: A notice of hearing was issued on 18.09.2023, and the hearing took place on 27.09.2023. Mr. Nanjundaiah, the company’s authorized representative, made submissions, requesting a lesser penalty. Considering the financial status and categorization of the company as a ‘small company,’ the adjudicating officer applied the provisions of Section 446B, allowing for a lesser penalty.
Lesser Penalty Imposition: In light of Section 446B, the penalty was reduced to one-half of the maximum penalty specified in Section 12(8). The company and its directors were directed to pay Rs. 50,000 each within 90 days from the receipt of the order. The payment should be made online through the MCA website, and a copy of the order and payment challans must be attached while filing Form INC-28.
Appeal and Consequences of Non-Compliance: The company and its directors have the option to file an appeal with the Regional Director (South East Region), Hyderabad, within 60 days from the date of receiving the order. Non-compliance with this order may result in penal action under Section 454(8)(i) and (ii) of the Companies Act, 2013.
Conclusion: This adjudication serves as a precedent, emphasizing the importance of timely compliance with statutory requirements. Companies, especially small entities, should be vigilant in meeting their obligations under the Companies Act, 2013, to avoid financial repercussions and potential legal consequences.
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Registrar of Companies Karnataka
Kendrlya Sedan, 2nd Floor, ‘E’-Wing
Koramangala, Bengaluru – 560034
Phone: 080-23337049/25633105
Email ID: [email protected]
F No. ROC(B)/Adj.Ord.454-12(2)/SHREE HAYAGREEVA/Co. No.98509/2023/
Date:30,11.2023
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES. 2014 FOR VIOLATION OF COMPANIES ACT, 2013 BY SHRFF HAYAGREEVA OIL AND GAS PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.ll 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, Shree Hayagreeva Oil and Gas Private limited, (hereinafter referred to as Company) was incorporated on 15.12.2016 and is currently registered under the jurisdiction of Registrar of Companies, Karnataka with its registered office presently situated at 72.4th Main Road, 5th Cross, Poornaprajna Nagar, Bangalore — 560061.
3. The company has filed a suo-motu application regarding delay in filing E-form INC-22 i.e. violation of section 12(2) of the Act. It is seen that the Company has not filed the Form INC-22 within stipulated time i.e by 15.01.2017 and the same was filed with a delay of 760 days vide SRN H44802098 on 14.02.2019.
4. As per section 12(2) of the Companies Act 2013, a company shall furnish to the Registrar verification of its registered office within a period of 30 days of its incorporation in such manner as may be prescribed.
5. As per Section 12(8) of the Companies Act 2013. if any default is made in complying with the provisions of Section 12, the Company and every officer who is In default shall be liable to a penalty of one thousand rupees for every day during which default continues but not exceeding one lakh rupees.
6. The company and its directors have violated the provisions of section 12(2) of the Act from 15.01.2017 to 13.022019 for a period of 760 days.
7. Pursuant to the adjudication application, a notice of hearing dated 18.09.2023 issued to the company and its directors, hearing was held on 27.09.2023. It was attended by Mr. Nanjundaiah, PCS and authorised representative for the company and its directors and he made his submissions before the adjudicating officer and pleaded for imposing lesser penalty.
8. As seen from the financial statements of the company and the criteria prescribed, the company falls under the definition of a ‘small company as per the provisions of section 2(85) of the Companies Act, 2013 and the provisions of imposing lesser penalty as per section 4468 of the Companies Act, 2013 shall be applicable in this case.
9. As per the provisions of section 4466 of the Act, notwithstanding anything contained in this Act, if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be, shall be liable to a penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an officer who is in default or any other person, as the case may be.
10. Therefore, having considered the facts and circumstances of the case and the submissions made by the company / director/ key managerial personnel, in view of the above said violation of non-compliance of provisions of section 12(2) of the Act, in exercise of the powers vested under section 454(3)(a) of the Act, I do hereby impose penalty in the following manner on the company and all the officers in default
| S. No. | Particulars of noticee |
Duration of default | Maximum penalty as per section 12(8) |
Lesser Penalty imposed as per section 446B |
| 1. | Company | 15.01.2017 to 13.022019 (760 days) | Rs.1,00.003 | Rs. 50,000 |
| 2. | Thimmegowda Sowbhagya Darshan, Director | 15.01.2017 to 13.02.2019 (760 days) | Rs.1,00,000 | Rs. 50,000 |
| 3. | Muninarasajah Sowbhagya, Director | 15.01.2017 to 13.022019 (760 days) | Rs.1,00,000 | Rs. 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 notice shall pay the said amount of penalty online by using the website vmw.mca.gov.in (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 ADJ 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)(i) 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, Karnatakaand Adjudicating Officer
