Introduction: The Ministry of Corporate Affairs (MCA) has issued an adjudication order imposing penalties on Kudos Finance And Investments Private Limited for a violation related to the filing of unsigned attachments to Form AOC-4. The adjudication order, dated February 9, 2024, highlights the company’s non-compliance with section 134(6) of the Companies Act, 2013. This violation has led to penalties being imposed on the company and its officers.
Detailed Analysis: The adjudication order provides a thorough analysis of the case, beginning with the appointment of the Adjudicating Officer, who, in this instance, is Mangesh Jadhav. The order outlines the relevant provisions of the Companies Act, 2013, specifically focusing on section 134(6) and (8), which pertain to the signing of the Board’s report and the consequences of non-compliance.
The facts of the case detail the inquiry conducted, revealing that the company filed Form AOC-4 for the fiscal year 2020-21 with unsigned attachments. Section 134(6) mandates the signing of these documents, and the violation prompted an inquiry by the Adjudicating Officer. Despite providing the company and its directors with an opportunity to respond, the reply was deemed unsatisfactory, leading to the issuance of an adjudication notice.
The reply from the company, stating that the non-compliance was inadvertent and without malafide intention, was considered during the adjudication process. The order acknowledges the arguments presented by the company but ultimately concludes that the violation of section 134(6) warrants penalties under section 134(8) of the Companies Act, 2013.
The adjudication order imposes penalties on Kudos Finance And Investments Private Limited and its officers, including Pavitra Pradip Walvekar, Swati Jindal, Naresh Vigh, and Audumbar Dattatray Raut. The penalties are specified in the order, with the company facing a penalty of Rs. 3,00,000 and individual officers facing penalties of 50,000 each.
Conclusion: In conclusion, the MCA adjudication order highlights the consequences of non-compliance with section 134(6) of the Companies Act, 2013, specifically focusing on the filing of unsigned attachments to Form AOC-4 by Kudos Finance And Investments Private Limited. The penalties imposed underscore the importance of adhering to statutory requirements, even in cases where non-compliance is deemed inadvertent. Companies and their officers are reminded of the need for meticulous compliance with regulatory provisions to avoid penalties and legal repercussions. The adjudication order serves as a cautionary tale for companies in their filing obligations under the Companies Act, emphasizing the significance of adherence to procedural requirements.
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OFFICE OF THE
REGISTRAR OF COMPANIES
MAHARASTRA, PUNE
MINISRTY OF CORPORATE AFFAIRS
GOVERNMENT OF INDIA
PCNTDA Green Building BLOCK A,
1st & 2st Floor, Near Akurdi Railway Station
Akurdi Pune: 411044
Phone: 020-27651375/78 E-mail: roc.pune@mca.gov.in
No. RoCP/ADJ/134/2023-24/KUDOS/8(v)/B/2859 to 2864
Date: – 9 FEB 2024
SPEED POST
ADJUDICATION ORDER
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Adjudication Order of penalties in the matter of Kudos Finance And Investments Private Limited (U65910PN2009PTC148795) under Section 454(3) read with section 134 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 Sub-section (6) and (8) of Section 134 of the Companies Act, 2013.
- Gazette Notification of Ministry of Corporate Affairs vide No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
- Companies (Amendment) Act, 2020, w.e.f. 21.12.2020
respect of:
Whereas KUDOS FINANCE AND INVESTMENTS PRIVATE LIMITED having (U65910PN2009PTC148795) 86 having its registered office as per MCA21 Registry at address “C/o, EFC Limited, 7th Floor, East Wing, Marisoft-3, Marigold Premises, Kalyani Nagar, Pune, Maharashtra,411014,India.” and its directors/KMPs.
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 (Adjudication of Penalties) Amendment Rules, 2019 is entrusted to adjudicate penalties under section 134 of the Companies Act 2013 with effect from 21.12.2020.
2. Company:
KUDOS FINANCE AND INVESTMENTS PRIVATE LIMITED (U65910PN2009PTC148795) (herein after referred as Company) is a registered company with this office under the provisions of section 3(1)(iii) of the Companies Act, 1956 having its registered office as per MCA21 Registry at address “C/o, EFC Limited, 7th Floor, East Wing, Marisoft-3, Marigold Premises, Kalyani Nagar, Pune, Maharashtra, 411014, India.”
3. Relevant provisions of the Companies Act, 2013:
Section 134 (6) of the Act provides that The Board’s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.
Section 134(8) of the Act provides that If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
4. Facts about the Case:
a) In terms provisions of section 134 (6) Companies Act, 2013 (6) The Board’s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.
b) In terms of the provisions of section 134(8) of the Act, 2013, If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
c) An Inquiry was conducted by the JO and during the Inquiry, it was observed that the Company has filed Form AOC-4 for FY 2020-21 on MCA portal with the attachments, however such attachments are not signed. Whereas as per Section 134(6) of the Companies Act 2013 The Board’s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorized by the Board and where he is not so authorized, shall be signed by at least two Directors, one of whom shall be managing director, or by the director where there is one director.” Thus, the Directors and Company have failed to comply with provisions of the Section 134 of the Companies Act, 2013 which the Company and the officers are liable for action under Section 134(8) of the Companies Act, 2013.
d) 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/2021/2045 to 2051 dated 18.02.2022. However, reply submitted by the Company was not satisfactory and Now, the competent authority has directed to adjudicate the matter.
e) Accordingly, the adjudication officer has issued adjudication notice vide ROCP/ADJ/Sec-134(6)/JTA(B)/23-24/736-741 dated 23.06.2023 (herein after referred as Adjudication Notice) under Section 454(4) read with 134 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 86 b” above;
f) A reply to the Adjudication notice has been received on 28.06.2023 from the Directors stated as under-
1. The Board’s report and any annexures thereto are signed and are attached with Form AOC-4 filed by the Company for FY 2020-21 except Form AOC-2 which is inadvertently missed to be signed (but round stamp of the company is duly affixed upon it, making it a genuine document submitted by the Company).
2. Thus, this non-compliance may kindly be considered as non-voluntary and without any malafide intention on the part of the company and thus be pardoned to the directors and the Company.
3. Accordingly, no penalty should be imposed under the provisions of Section 134(8) of the Act against the Company and its officers in default for non-filing of signed copy of Form AOC-2 (which was to be attached along with Board Report) for FY 2020-21 because it was inadvertently missed and without any melafide intention on the part of the company.
g) Further, under section 454(4) of the Act read with Rule 3(2) of the Companies (Adjudication Of Penalties) Rules, 2014, Notice(s) were given an opportunity to submit a reply by issuing an Adjudication Notice vide ROCP/ADJ/Sec-134(6)/JTA(B)/23-24/736-741 dated 23.06.2023 (herein after referred as Adjudication Notice) to why the penalty should not be imposed under the provisions of 134(8) of the Act against the Company and its officers in default for the above stated violations.
h) 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-
6. ORDER:
a. The applicant company and its officers, who have defaulted the provisions of section 134 of the Act that the Company has filed Form AOC-4 for FY 2020-21 on MCA portal with the attachments, however such attachments are not signed. Whereas as per Section 134(6) of the Companies Act 2013 The Board’s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorized by the Board and where he is not so authorized, shall be signed by at least two Directors, one of whom shall be managing director, or by the director where there is one director.” Thus, the Directors and Company have failed to comply with provisions of the Section 134 of the Companies Act, 2013 which the Company and the officers are liable for action under Section 134(8) of the Companies Act, 2013.
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 134(6) of the Act:-
| Sl. No. | Penalty imposed on company/director(s) | Penalty Impose (In Rs) |
| 1 | Kudos Finance And Investments Private Limited |
3,00,000 |
| 2 | Pavitra Pradip Walvekar | 50,000/- |
| 3 | Swati Jindal | 50,000/- |
| 4 | Naresh Vigh | 50,000/- |
| 5 | Audumbar Dattatray Raut | 50,000/- |
c. I am of the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
d. 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.
e. 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.
f. 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.
g. 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 KUDOS FINANCE AND INVESTMENTS 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
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