The adjudication order issued by the Registrar of Companies, Maharashtra, Pune, under Section 454(3) read with 64(1)(a) of The Companies Act, 2013, pertains to Longcheng Composites Private Limited’s violation of statutory requirements regarding share capital alterations as per Section 64(1)(a) of the Act.
The order begins by outlining the appointment of the Adjudicating Officer, citing relevant notifications and legal provisions empowering the officer to adjudicate penalties under the Companies Act. Longcheng Composites Private Limited, a company registered under the Act with its office in Pune, Maharashtra, is identified as the subject of the adjudication.
The violation in question relates to the filing of Form SH-7 with a delay of 555 days, contravening Section 64(1)(a) of the Companies Act, 2013, and associated rules. Despite providing the company and its directors with an opportunity to respond to the allegations, the response received was deemed unsatisfactory, leading to the issuance of an adjudication notice.
As per the order, no further physical hearings were deemed necessary since the violation had been established during the inquiry process. Consequently, the Adjudicating Officer imposed penalties on the company and its officers in default, as prescribed by Section 64(2) of the Act. The penalties were calculated based on the number of days of default, amounting to a total penalty of Rs. 2,77,500 for the company and Rs. 1 Lakh Each for the officers individually.
The order emphasizes that the penalties imposed are commensurate with the failures committed and directs the company and its officers to pay the penalties through the Ministry of Corporate Affairs portal. It also provides instructions for filing an appeal against the order and highlights the consequences of non-payment within the prescribed time limit.
Additionally, copies of the order are to be sent to Longcheng Composites Private Limited, all directors/officers in default, the Office of the Regional Director (Western Region), and the Ministry of Corporate Affairs in New Delhi, as per relevant rules and amendments.
In summary, the adjudication order serves as a legal directive imposing penalties on Longcheng Composites Private Limited and its officers for violating provisions related to share capital alterations under the Companies Act, 2013.
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OFFICE OF THE
REGISTRAR OF COMPANIES
MAHARASHTRA, PUNE
MINISTRY OF CORPORATE AFFAIRS
GOVERNMENT OF INDIA
Order No.ROCP/ADJ/Sec-64(1)(a)/JTA(B)/24-25/17/426 to 429 Dated: 28 May 2024
ADJUDICATION ORDER
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Adjudication Order of penalties in the matter of LONGCHENG COMPOSITES PRIVATE LIMITED (U25190PN2019FTC183423) under Section 454(3) read with 64(1)(a) of The Companies Act, 2013 read with rule 3(2) Of Companies (Adjudication Of Penalties), 2014 As Amended in Amendment Rules, 2019 of the Companies Act, 2013
Please Read:
- Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G. S. R. 131 (E)
- Provisions of Subsection (1) & (2) of Section 64 of the Companies Act, 2013.
- Gazette Notification of Ministry of Corporate Affairs vide No. A42011/ 112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
- Companies (Amendment) Act, 2019. w.e.f. 02.11.2018
- General Circular No. 1/2020 dated 02.03.2020.
In respect of:
Longcheng Composites Private Limited having CIN U25190PN2019FTC183423 is a company governed by the provisions Act and registered with this office having its office – PAP-K-1/1, 1/2 Chakan MIDC Phase 2, Khed, Pune, Maharashtra,410501, India.
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 Rule 3(1) of Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act. The undersigned vide Companies (Amendment) Act, 2019 is entrusted to adjudicate penalties under Section 64(2) of the Companies Act, 2013 w.e.f. 02.11.2018.
2. Company:
Longcheng Composites Private Limited (U25190PN2019FTC183423) (herein after referred as Company) is a registered company with this office pursuant to sub-section (2) of section 7 of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014 having its registered office as per MCA21 Registry at address”PAP-K-1/ 1, 1/2 Chakan MIDC Phase 2, Khed, Pune, Maharashtra, 410501, India.”
3. Relevant provisions of the Companies Act, 2013:
Section 64(1)(a)of the Act provides that (1) Where—
(a) a company alters its share capital in any manner specified in sub-section (1) of section 61;
(b) an order made by the Government under sub-section (4) read with sub-section (6) of section 62 has the effect of increasing authorized capital of a company; or
(c) company redeems any redeemable preference shares,
the company shall file a notice in the prescribed form with the Registrar within a period of thirty days of such alteration or increase or redemption, as the case may be, along with an altered memorandum.
Section. 64(2) of the Act provides that Where any company fails to comply with the provisions of sub-section (1), such company and every officer who is in default shall be liable to a penalty of five hundred rupees for each day during which such default continues, subject to a maximum of five lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
4. Facts about the Case:
a) An Inquiry into the affairs of the company was conducted by the IO and during the Inquiry and examination of records it has been observed that Form SH-7 filed by the company vide SRN R75125302 dated 15.12.2020 has been filed by the Company with a delay of 555 days. Hence, the company and directors have violated provisions of Section 64(1)(a) of the Companies Act, 2013 r/w Rule 15 of Companies (Share Capital and Debentures) Rules, 2014 and are liable for action under section 64(2) of the Act.
b) A reasonable opportunity was given to the company and its directors vide order under section 206(4) of the Companies Act, 2013 vide letter no. ROCP/INQ/2021/1982 to 1983 dated 11.02.2022. However, the reply submitted by the Company was not satisfactory and the competent authority has directed to adjudicate the matter.
c) Accordingly, the adjudication officer has issued adjudication notice vide No.ROCP/ADJ/Sec-64(1)(a)/JTA(B)/23-24/ 17/2774 to 2776 dated 31.03.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 64(1)(a) of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2019, to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a” & “b” above;
d) No reply to the Adjudication notice has been received from the company or any of the directors,
e) Hence, as the said violation has already been concluded by JO during the course of Inquiry :- no further hearing in physical is required to ascertain the violation of the said section.
Furthermore, the Noticee(s) are at liberty to file appeal against this order as per Para. 5.(e) of this order. Hence the Order-
5. ORDER:
a. The applicant company and its officers, who have defaulted the provisions of section 64(1)(a) of the Act as under-.
As per examination of records it has been observed that Form SH-7 filed by the company vide SRN R75125302 dated 15.12.2020 has been filed by the Company with a delay of 555 days. Hence, the company and directors have violated provisions of Section 64(1)(a) of the Companies Act, 2013 r/w Rule 15 of Companies (Share Capital and Debentures) Rules, 2014 and are liable for action under section 64(2) of the Act;
b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 64(1)(a) of the Act:-
| Violation of Section of the Companies Act, 2013 | Company/ Officers to whom penalty imposed | No. of Days in default* | Penalty For defaults (Rs.) as Per Section 64(2) of the Act |
Total Penalty (Rs.) |
Penalty Imposed (Rs.) |
| Section 64(1)(a) | Longcheng Composites Private Limited |
555 | Rs. 500 /per day |
500 x 555=277500 | Rs. 2,77,500/- |
| Rajesh Bhagwant Kudale | 555 | Rs. 500 /per day |
500 x 555=277500 | Rs. 1,00,000/- | |
| Chao Tan | 555 | Rs. 500/ per day | 500 x 555=277500 | Rs. 1,00,000/- |
a. I am of the opinion that the penalty so imposed is commensurate with the aforesaid failure committed by the notice(s). The delay in issuance of order is on account of other admin work.
b. The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.
c. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs 100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of this order. [Section 454 of the Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.
d. Your attention is also invited to section 454(8)(ii) of the Act regarding. consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.
e. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to Longcheng Composites Private Limited and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.
((Mangesh Jadhav, ICLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
