The Government of India’s Ministry of Corporate Affairs, through the Registrar of Companies in Chennai, has issued an adjudication order against Sunfast TVS Limited and its directors for failing to comply with Section 89(6) of the Companies Act, 2013. The company, registered in Chennai, did not file the required MGT-6 form on time, leading to penalties for the delay. The default period ranged from 591 to 1678 days. Consequently, Sunfast TVS Limited is fined Rs. 5,00,000, and its directors, Dilip Kumar, Arathi Krishna, and Arundathi Krishna, are each fined Rs. 2,00,000. The total penalty amount is Rs. 11,00,000. The company and directors are required to pay the fines within 90 days, or face further legal consequences, including possible imprisonment or additional fines for non-compliance. Appeals against this order can be filed within 60 days with the Regional Director.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAICKAM, CHENNAI- 6
F.NO.ROC/CHN/ SUNFAST TVS/ADJ/S.89/2024 DATE: 10 MAY 2024
ADJUDICATION ORDER UNDER SECTION 89 OF THE COMPANIES ACT, 2013
IN THE MATTER OF WS SUNFAST TVS LIMITED
1. Appointment of Adjudicating Officer: –
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014- Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: ‑
Whereas the company viz M/s. Sunfast TVS Limited with CIN: U74999TN2019PLC128635(herein after referred as ‘company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 kegistry at 98A, VII Floor, Dr.Radhakrihanan Salai, Mylapore, Chennai Tamil Nadu 600004. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S.No. | Particulars | Details |
| 1. | Company’s Status | Active |
| 2. | Filing Status | Financial Statement: up to 31.03.2023 Annual Return: up to 31.03.2023 |
| 3. | Paid up Capital (as per FY 2022-23) | Rs.1,00,000/- |
| a. Revenue from Operation (in thousand) |
Rs.7680.28/- | |
| b. Other Income (in thousand) | Rs.5.05/- | |
| c. Profit for the Period (in thousand) |
Rs.7685.33/- | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | Yes |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company is a small company? |
No |
| 8. | Whether company registered under any other special Act? | No |
3. Directors
| S.No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Dilip Kumar | Additional Director | 01.04.2022 | 23.05.2022 |
| Director | 23.05.2022 | ….. | ||
| 2. | Arundathi Krishna | Director | 08.04.2019 | …. |
| 3. | Arathi Krishna | Director | 08.04.2019 | …. |
4. Section and Penal Provision as per Companies Act, 2013
48. Declaration in Respect of Beneficial interestin any Share:
(1) Where the name of a person is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares, such person shall make a declaration within such time and in such form as may be prescribed to the company specifying the name and other particulars of the person who holds the beneficial interest in such shares.
(6) Where any declaration under this section is made to a company, the company shall make a note of such declaration in the register concerned and shall file, within thirty days from the date of receipt of declaration by it, a return in the prescribed form with the Registrar in respect of such declaration with such fees or additional fees may be prercribed.
(7) If a company, required to file a return under sub-section (6), fails to do so before the expiry of the time specified therein, the company and every officer of the company who is in default shall be liable to a penalty of one thousand rupees for each day during which such failure continues, subject to a maximum of five lakh rupees in the case of a company and two lakh rupees in case of an officer who is in default.
5. Facts of the Case
The director of the company Shri. Dilip Kumar (DIN: 00240372) has filed eform GNL-1 (SRN: F94614906 dt 18.04.2024) for adjudication of violation of Section 89(6) of the Companies Act,2013 on behalf of the company and its directors namely Dilip Kumar, Arundathi Krishna and Arathi Krishna wherein mentioned that the matter of scheme of Amalgamation of Sunfast TVS Limited (First Transferor Company) and TVS Engineering Limited (Second Transferor company) and Sundaram Fasteners Limited (Transferee..:, company) and their respective shareholders ‘numbered before the Hon’ble National Company Law Tribunal, Chennai Bech vide No. CP(CAA)/20/(CHE)/2023 in CA(CAA)/1 (CHE)/2023, The, report of the Regional Director in this matter– made an observation that the transferor company has to undertake to file MGT-6 for compliance of Section 89(6) of the Companies Act, 2013 and undertake to file adjudication application before the Registrar of Companies, Tamil Nadu, Chennai for violation of Section 89(6) read with Rules made therein. There after the company filed an undertaking before the Hon’ble NCLT dated 17.02.2024 and also filed an adjudication application in GNL-1 (SRN: F94614906 dt 18.04.2024) before the Registrar of Companies, Chennai. Further stated that the company filed eform MGT-6 vide SRN: F89451264 on 04.01.2024 and rectified the default, hence adjudicate the penalty for delay in filing of eform MGT-6.
6. Adjudication Hearing:
(i) On receipt of the application form the company and its director the Adjudicating Authority had issued notice of hearing on 02.05.2024 by fixing the hearing on 08.05.2024 at 01:15 PM. Pursuant to the notice dated 02.05.2024, Shri. G Anand Babu, CS appeared before the Adjudicating Authority on behalf of the company and its Director namely R.Dilip Kumar on 18.03.2024 and made submission that the delay in filing MGT-6 is not willful and violation may be adjudicated as per Section 89 (7) of the Companies Act, 2013. Neither the directors namely Arundathi Krishna and Arathi Krishna or their authorized representative have appeared before the Adjudicating Authority on the said date. Hence as per Rule 3(8) of Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such persons (ex-parte).
(ii) The company is being a subsidiary of Sundaram Fasteners Limited and does not fall under the definition of small company as per provision of section 2(85) of the companies Act, 2013. Therefore, of imposing the provision lesser penalty as per section 446(b) shall not be applicable in this case.
7. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that date of receipt of declaration of beneficial interest in Return MGT-4 & MGT-5 by the company was 02.05.2019 and due date of filing Form MGT-6 by the company was 31.05.2019 (30 days from date of receipt of declaration). But the company has filed MGT-6 on 04.01.2024. Hence, there is a delay in filing form MGT-6 as follows:
| S1.No | Name of Company/ Directors | Period of default | No of days |
| 1. | Sunfast TVS Limited | 31.05.2019 to 03.01.2024 | 1678 days |
| 2. | Dilip Kumar | 23.05.2022 to 03.01.2024 | 591 days |
| 3. | Arathi Krishna | 31.05.2019 to 03.01.2024 | 1678 days |
| 4. | Arundathi Krishna | 31.05.2019 to 03.01.2024 | 1678 days |
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 7 of Section 89 of the Companies Act, 2013. The details of the penalty imposed on the company and directors are shown in the table below:
| Name of person on whom penalty imposed | No of dap . of default | Penalty for default (Rs) | Total Penalty (Rs) | Maxim Limit for penalty (Rs) | Final Penalty Imposed |
| Sunfast Limited TVS | 1678 days | Rs.1000/- for each day | 1000 x 1678 days= 16,78,000 | Rs.5,00,000/- | Rs.5,00,000/- |
| Dilip Kumar (Director from 23.05.2022) | 591 days | Rs.1000/- for each day | 1000 x 591 days = 5,91;000 | Rs.2,00,000/- | Rs.2,00,000/- |
| Arathi Krishna | 1678 days | Rs.1000/- for each day | 1000 x 1678 days= 16,78,000 | Rs.2,00,000/- | Rs.2,00,000/- |
| Arundathi Krishna | l678 .days | Rs.1000/- for each day | 1000 x 1678 Days= 16,78,000 | Rs.2,00,000/- | Rs.2,00,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.5,00,000/-(Rupees Five lakhs) is imposed on the Company and Rs.2,00,000/- (Rupees Two lakhs) is imposed on Shri. Dilip Kumar. Further, imposed Rs.2,00,000/- (Rupees Two lakhs) each on Arathi Krishna and Arundahthi Krishna as ex-parte. Totally Rs. 11,00,000/-(Rupees Eleven lakhs) as penalty amount for violation of Section. 89(6) of the Companies Act, 2013.
8. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
9. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in] setting forth the grounds of appeal and shall be accompanied by a certified copy of this order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
10. Your attention is also invited to section 454(8) of ;the Act in the event of non-compliance of this order, “(8)(i) Where company fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of _ninety days from the date of the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees.
(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both.”
(B. SRIKUJMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
