Introduction: The Ministry of Corporate Affairs (MCA) has taken strict action against Samsung R&D Institute India—Bangalore Private Limited for a delay in submitting MSME Form I. In an adjudication order dated 15.11.2023, the Registrar of Companies in Karnataka, acting as the Adjudicating Officer, imposed penalties under Section 454 of the Companies Act, 2013.

Detailed Analysis:

1. Background: The company, incorporated in 2004, admitted to not providing complete disclosures in Form MSME I for specific transactions during April 2022 to September 2022 and October 2022 to March 2023 within the prescribed time limit.

2. Legal Framework: The adjudication is based on Section 405 of the Companies Act, 2013, and the Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019. The Act empowers the Central Government to require companies to furnish information within specified timelines.

3. Company’s Response: Samsung R&D submitted a suo-motu adjudication application, attributing the delay to unintentional oversight due to an internal clerical error. The required details were later filed on 25.07.2023.

4. Penalties Imposed: The Adjudicating Officer considered the default instances and imposed penalties as per Section 405(4) of the Act. Penalties were levied for each day of default, with a maximum limit.

    • Default Instance I (266 days): Rs. 2,85,000 Each on the company and its 2 directors.
    • Default Instance II (85 days): Rs. 1,04,000 Each on the company and its 2 directors.
    • Total Penalty amounted to Rs. 11,67,000.

5. Appeal Process: The company and its directors have been directed to pay the penalties within 90 days from the order date. An appeal against the order can be filed within 60 days with the Regional Director (South East Region), Hyderabad.

Conclusion: The penalties imposed by MCA on Samsung R&D serve as a reminder of the importance of timely compliance with statutory obligations. Companies need to adhere to prescribed timelines to avoid legal repercussions. The order underscores the regulatory framework’s commitment to enforcing accountability and transparency within the corporate sector. Non-compliance may lead to further penal actions, highlighting the need for a proactive approach in meeting regulatory requirements.

******

Registrar of Companies Karnataka
Kendrlya Sedan, 2nd Floor, ‘E’-Wing
Koramangala, Bengaluru – 560034
Phone: 080-23337049/25633105
Email ID: roc.bangalore@mca.gov.in

File No. ROC(B)/Adj.Ord.454-405/Samsung R&D /Co.No.35309/2023/

Date: 15.11.2023

ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES, 2014 FOR VIOLATION OF PROVISIONS OF SECTION 405 OF THE COMPANIES ACT. 2013 BY SAMSUNG R&D INSTITUTE INDIA— BANGALORE PRIVATE LIMTIED

Ministry of Corporate Affairs vide its Gazette Notification. No. A-42011/112/2014-Ad.II 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 the Companies Act, 2013.

2. The company, Samsung R&D Institute India-Bangalore Private Limited (hereinafter referred to as Company) having CIN: U72200KA2004PTC035309 was incorporated on 23.12.2004 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company situated at No. 2870, Phoenix Building, Bagmane Constellation Business Park, OR Road Doddanekundi Circle, Marathahalli Post, Bangalore — 560037, Karnataka.

3. The company has filed a suo-motu adjudication application on 25.08.2023 stating that that company did not provide the complete disclosures of specific transactions in Form MSME I for the duration April 2022 to September 2022 and October 2022 to March 2023 within the prescribed time limit which was unintentional and was an oversight resulting from an internal clerical error. It is stated that this was later rectified by the company by belatedly disclosing the required details through MSME Forms I filed on 25.07.2023 for both the above mentioned durations.

4. As per section 405(1) of Chapter XXV of the Act, the Central Government may, by order, require companies generally, or any class of companies, or any company, to furnish such information or statistics with regard to their or its constitution or working and within such time, as may be specified in the order. Further, as per para 3 of the Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019, every specified company shall file a return as per MSME Form I annexed to this Order, by 315t October for the period from April to September and by 30th April for the period from October to March.

5. As per section 405 (4) of the Act, if any company fails to comply with an order made under sub-section (1) or sub-section (3) or furnishes any information or statistics which is incorrect or incomplete in any material respect, the company and every officer of the company who is in default shall be liable to a penalty of twenty thousand rupees and in case of continuing failure, with a further penalty of one thousand rupees for each day after the first during which such failure continues, subject to a maximum of three lakh rupees.

6. Pursuant to the adjudication application filed by the company, Notice of hearing was sent on 18.09.2023 and physical hearing was held on 27.09.2023. It was attended by Mr. Jayaram Korikkar, practising company secretary and authorised who appeared on behalf of the company and directors and made his submissions as mentioned in the adjudication application. He was directed to produce some additional documents related to the MSME dues and their repayments which were submitted on 05.10.2023.

7. In view of the provisions detailed above, submissions of the company and the records available, it is seen that the company has defaulted on two instances in disclosing the complete details within the prescribed time as mentioned in para 4 above, the details of which are given below:

Default Instance Relevant duration for which
filing to be made
Period of default Number of days default
From To
I April 2022 to September 2022 01.11.2022 25.07.2023 266 days
II October 2022 to March 2023 01.05.2023 25.07.2023 85 days

8. It is seen from the MCA records that the company is a subsidiary company and hence does not fall under the definition of a small company as per the provisions of section 2(85) of the Act, Therefore, the provisions of imposing lesser penalty as per the section 4468 of the Act shall not be applicable in this case.

9. Therefore, having considered the facts and circumstances of the case and the submissions made by the company and directors through their authorised representatives, in view of the above said violations of section 405 of the Companies Act, 2013 read with Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019, in exercise of the powers vested under section 454(3)(a) of the Companies Act 2013, I do hereby impose penalty in the following manner on the company and the directors / officers who were in default of the offence committed:

Default Instance I : 01.11.2022 to 25.07.2023 — 266 days

S.
No.
Particulars of
noticee
Calculation of penalty Maximum
penalty
Penalty
imposed
1. Company Rs. 2,85,000

(20000 + 1000 x 265)

3,00,000 Rs. 2,85,000
2. Yoon Chang Kim, Director Rs. 2,85,000

(20000 + 1000 x 265)

3,00,000 Rs. 2,85,000
3. Dipesh Amritlal
Shah, Director
Rs. 2,85,000

(20000 + 1000 x 265)

3,00,000 Rs. 2,85,000

Default Instance II : 01.05.2023 to 25.07.2023 — 85 days

S.
No.
Particulars of
noticee
Calculation of penalty Maximum
penalty
Penalty
imposed
1. Company Rs. 1,04,000

(20000 + 1000 x 84)

3,00,000 Rs. 1,04,000
2. Yoon Chang Kim, Director Rs. 1,04,000

(20000 + 1000 x 84)

3,00,000 Rs. 1,04,000
3. Dipesh Amritlal
Shah, Director
Rs. 1,04,000

(20000 + 1000 x 84)

3,00,000 Rs. 1,04,000

10. The company and its directors / key managerial personnel are hereby directed to pay the penalty amount as tabulated above, separately for each default, 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 noticee shall pay the said amount of penalty online by using the website www.mca.gov.in (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.

11. 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.

12. 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)0) and (ii) of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter.

13. 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, Karnataka and

Adjudicating Officer

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