F.No:9/29/ADJ/SEC. 203/2013/ANDHRA PRADESH /RD(SER)/2022/5561
BEFORE THE REGIONAL DIRECTOR, SOUTH EAST REGION
MINISTRY OF CORPORATE AFFAIRS, HYDERABAD
IN THE MATTER OF COMPANIES ACT, 2013
IN THE MATTER OF SLS POWER CORPORATION LIMITED
1. M/s. SLS Power Corporation Limited
2. Nalla Jayachandraiah Reddy, Managing Director
3. Ramachandra Makam, Wholetime Director
4. Suseela Vemuru, Wholetime Director
5. Shravana Gowri Medarmetla, Whole Time Director
6. Chenchaiah Vemuru, Director.
Date of hearing : 28.10.2022
Present : Mr. D. Venkateswarlu, Practicing Company Secretary
Appellants
ORDER
This is an appeal filed under section 454(5) of the Companies Act, 2013 by the above appellants in e-form ADJ vide SRN F24069247 dated 07.09.2022 against the adjudication order No. ROC(V)/ADJ(454)/Sec.203(5)/SLS/2022-23/1455 dated 17.08.2022 under section 454 passed by the Registrar of Companies, Andhra Pradesh for default in compliance with the requirements of Section 203 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
2. Registrar of Companies in his order of adjudication has stated that the company has failed to appoint Whole Time Company Secretary as specified in Section 203(1) of the Companies Act, 2013 after cessation of previous Company Secretary on 01.06.2019. Hearing held before Registrar of Companies on 17.08.2022 and after hearing to the authorised representative, Registrar of Companies had levied a penalty of Rs.5.00 Lakhs on Company and Rs.50,000/- each on five officers i.e Nalla Jayachandraiah Reddy, Managing Director, Ramachandra Makam, Suseela Vemuru, Shravana Gowri Medarmetla, Wholetime Directors and Chenchaiah Vemuru, Director.
3. Appellants in the present appeal has stated that the Company is into huge losses and not in a position to appoint Company Secretary and stated initially company is having Company Secretary upto 2019 and also put all its efforts to retain the Company Secretaries on long term basis as well as to fill the vacancy to the office of the Whole Time Company Secretary. However, the Company was unable to find a suitable candidate who are committed to work on long term basis.
4. An opportunity of being heard was given to the appellants/authorized representative on 28.10.2022. The authorized representative Mr. D. Venkateswarlu, Practicing Company Secretary appeared on behalf of the appellants and reiterated the submissions made in the appeal and requested to reduce the quantum of penalty as levied by Registrar of Companies.
5. Though there is a default committed, there is a ground in interfering with the impugned adjudication order of Registrar of Companies to the extent of reducing the quantum of penalty. I deem it would meet the end of justice, if the penalty imposed is reduced for Company to Rs.50,000/- and for Nalla Jayachandraiah Reddy, Managing Director, Ramachandra Makam, Suseela Vemuru, Shravana Gowri Medarmetla, Wholetime Directors and Chenchaiah Vemuru, Director to Rs.25,000/- each (total aggregating to Rs.1,75,000/-). Further the appellants are directed to comply with this order and also the provisions of section 454(8) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014. Further Company as well as other appellants are also to comply with the provisions of Section 203 of the Companies Act, 2013 in appointing a Whole Time Company Secretary immediately and inform the same to Registrar of Companies, Andhra Pradesh.
6. The Penalty was paid by the Company amounting to Rs.50,000/-, Nalla Jayachandraiah Reddy, Managing Director, Ramachandra Makam, Suseela Vemuru, Shravana Gowri Medarmetla, Wholetime Directors and Chenchaiah Vemuru, Director for Rs.25,000/- each (total aggregating to Rs.1,75,000/-) vide SRN X27502657, X27501758, X27501436, X27502582, X27503176 and X27500651 dated 10.11.2022. Accordingly, this order is issued to the Appellants with a copy to Registrar of Companies, Andhra Pradesh and Joint Secretary, E-Governance Cell, Ministry of Corporate Affairs, New Delhi for information and necessary action.
Issued under my hand and seal on this the 29th day of December 2022.
Copy for information and necessary action to:
(B. MOHANTY) REGIONAL
DIRECTOR (SER)
HYDERABAD
