SEO Title: Penalty Order for M/s. KCP Infra Limited: Company Law Violations
Summary: The Registrar of Companies, Chennai, issued an adjudication order against M/s. KCP Infra Limited for violations of Sections 117 and 179 of the Companies Act, 2013, due to delayed filing of e-form MGT-14 for multiple financial years (2014–2024). The delays pertained to resolutions concerning director appointments, financial approvals, and other corporate decisions. Following the hearing, penalties totaling ₹10,49,100 were imposed—₹7,99,100 on the company and ₹2,50,000 on the Managing Director, Mr. Chandra Prakash. The company and its officer have 90 days to pay the penalties online. Appeals can be filed with the Regional Director, Ministry of Corporate Affairs, within 60 days. Non-compliance within the stipulated time frame could result in further fines or imprisonment.
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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, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/KCP INFRA/ADJ/S.117/2024
DATE. 29 OCT 2024
ADJUDICATION ORDER UNDER SECTION 117 READ WITH 179 OF COMPANIS ACT, 2013
IN THE MATTER OF M/S. KCP INFRA 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. KCP Infra Limited with CIN: U45400TN2011PLC099511 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 1956 having its registered office as per MCA21 Registry at No.4, Ground floor, Alayam space Anandha road, Alwarpet, Chennai, Tamil Nadu, India, 600018. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S. No. | Particulars | Information |
| 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 | Rs.9,64,93,800/- |
| a. Revenue from Operation (in lakhs) |
Rs.72,505.47/- | |
| b. Other Income (in lakhs) | Rs.1054.82/- | |
| b. Profit/Loss for the Period (in lakhs) |
Rs.4029.26/- | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
3. Directors during the period of violation:
| S. No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Shri. Chandra Prakash | Managing Director | 01.04.2014 |
4. Section and Penal Provision as per Companies Act, 2013
Section 117- Resolutions and Agreements to be Filed:
(1) A copy of every resolution or any agreement, in respect of matters specified in sub-
section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed .
(2) If any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
(3) The provisions of this section shall apply to—
(a) special resolutions;
(b) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;
(c) any resolution of the Board of Directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;
(d) resolutions or agreements which have been agreed to by any class of members but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by a specified majority or otherwise in some particular manner; and all resolutions or agreements which effectively bind such class of members though not agreed to by all those members;
(1) resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 of the Insolvency and Bankruptcy Code, 2016″
(g) resolutions passed in pursuance of sub-section (3) of section 179
Section 179- Powers of Board
(3) The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely: —
(a) to make calls on shareholders in respect of money unpaid on their shares;
(b) to authorise buy-back of securities under section 68;
(c) to issue securities, including debentures, whether in or outside India;
(d) to borrow monies;
(e) to invest the funds of the comp,7ny;
(f) to grant loans or give guarantee or provide security in respect of loans,1
(g) to approve financial statement and the Board’s report;
(h) to diversify the business of the company;
(i) to approve amalgamation, merger or reconstruction;
(j) to take over a company or acquire a controlling or substantial stake in another company;
(k) any other matter which may be prescribed;
5.Facts of the case:
The company M/s. KCP Infra Limited and its Managing Director Mr. K. Chandra Prakash have filed Adjudication Application by Suo-moto in e-form GNL-1 vide SRN: F96843081 dt 17.07.2024 for violation of Section 117 read with Section 179(3) of the Companies Act due to delay in filing e-form MGT-14 for the financial years 201415,2019-20,2021-22, 2022-23 & 2023-24.The details are as follows:
| Sl. No | Financial year | Particulars | Remarks |
| 1. | 2014-15 | Mr. K. Chandra Prakash (DIN:
03571464) was appointed as Managing Director of the company for a five-year term from April 1st, 2014, by a Board Resolution passed on March 15, 2014. The due date of filling MGT-14 was on 14th April 2014. (within thirty days of the passing of resolution) |
The company had filed e-form MGT 14 vide SRN AA8324612 dated 06th June 2024.
*Delay of 3708 days. |
| 2. | 2019-20 | The Company had reappointed Mr. K. Chandra Prakash (DIN:03571464) as Managing Director for a second term of 5 years from 01st April 2019 by a Board Resolution passed on 20th March 2019.
The due date of filling MGT-14 was on 19.04.2019. (within thirty days of the passing of resolution) |
The company had filed e-form MGT 14 vide SRN AA8324623 dated 06th June 2024.
*Delay of 1875 days. |
| 3.
|
2021-2022
|
(a) The Board of Directors, in a meeting held on June 18, 2021, approved the Acceptance of Rs.1,359 Lakhs from its members and Rs.3,396 Lakhs from the general public. The due date of filling MGT-14 was on 18.06.2021( –within thirty days of the passing of resolution)(b) The Board of Directors, in a meeting held on November 9,2021, approved the Financial Statements and Board report for FY 2020-2021 and appointed theSecretarial and Internal Auditors for FY 2021-2022.The due date of filling MGT-14 was on 08.12.2021( within thirty days of the passing of resolution) |
The company had filed the Form MGT 14 SRN AA8324667 dated 06th June 2024,*Delay of 1083 days.The company had filed e-form MGT 14 vide SRN AA8324673 dated0 6th June 2024,*Delay of 910 days |
| (c) Resolutions passed in the Board meeting held on 24th April 2021 for1. Appointment of Mr. Vinod Kumar as Chief Financial Officer.2. Approval to make investments in Mutual Funds3. Approval to Borrow fundsThe due date of filling MGT-14 was on 24.05.2021(within thirty days of the passing of resolution) |
The company had filed e-form MGT 14 vide SRN AA8324650 dated 06th June 2024.* Delay of 1109 days |
||
| 4. |
2022-23
|
(a) The Board of Directors in a meeting held on 22nd November 2022, had approved to accept Rs.1,600 Lakhs from its members and Rs. 3,400 Lakhs from the general public.
The due date of filling MGT-14 was on 21.12.2022 ( within thirty days of the passing of resolution) (b) Resolutions passed in the Board meeting held on 12th 1. Approval . of Financial 2. Appointment of Secretarial Auditor for the Financial 3. Appointment of Internal The due date of filling MGT-14 was on 12.10.2022 (within thirty days of the passing of resolution) |
The company had filed e-form MGT 14 vide SRN AA8324682 dated 11th June 2024.
Delay of 538 days. The company had filed the form MGT 14 vide SRN AA8324680 dated 06th June 2024. *Delay of 602 days |
| 5. | 2023-24 | (a) The Board of Directors, during the meeting held on 2nd March 2023, approved the issuance of 8,05,748 equity shares by converting 89,000 unsecured convertible cumulative debentures.
The due date of filling MGT-14 was on 01.04.2023( within thirty days of the passing of resolution) |
The company had filed the Form MGT-14 vide SRN AA8324689 dated 06th June 2024.
*Delay of 431 days |
6. Adjudication Hearing:
The Adjudicating Authority had issued Adjudication Hearing Notice to the Company and its Officers in default on 13.08.2024 fixing the hearing date as 20.08.2024 at 1.40 P.M. In Pursuant to hearing notice issued on 13.08.2024. Mr. S. Ganeshram, Practising Company Secretary authorized representative fair the company and the Officers in default appeared before the Adjudicating Authority and made submissions that, “the said violations may be adjudicated as the default committed inadvertently and without malafide intention on the part of the applicants and not likely to cause any prejudice to either the Company or its members or creditors’:
7. The Ministry of Corporate Affairs vide notification no. G.S.R.630 (E) dated 09.10.2024 stated that in the Companies (Adjudication of Penalties) Rules,2014, in sub-rule (1) of rule 3A, the following proviso shall be inserted, namely: –
“Provided that the proceedings pending before the Adjudicating Officer or Regional Director on the date of such commencement shall continue as per provisions of these rules existing prior to such commencement”.
Here, the adjudication proceedings have initiated prior to 16th day of September 2024, effective date of the Companies (Adjudication of Penalties) Amendment Rules, 2014.
8. Analysis of Non- compliance of the Companies Act, 2013:
It is noticed that during the financial years 2014-15,2019-20,2021-22, 2022-23 & 2023-24, the Board of the company has passed resolutions for various matters, but the company has failed to file e-form MGT-14 with the Registrar in compliance with Section 117 read with Section 179 (3) of the Companies Act, 2013. After that the company had filed e-form MGT-14 with delay, which led to violation of Section 117 read with Section 179 (3) of the Companies Act, 2013. Therefore, the company and officers in default are liable for penalty under Section 117(2) of the Companies Act,2013.
9. Decision
Having considered the facts and circumstances of the case and after taking into account it is concluded that the Company and directors have violated Section 177 read with Section 179 of the Companies Act, 2013.
Accordingly, I am inclined to impose a penalty as prescribed under Section 117(2) of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
| S.no. | Name of the company/ Officer-in-Default | Penalty for default | Maximum penalty | Financial year |
Penalty imposed |
| 1. | M/s. KCP Infra Limited | Rs.10,000/- + Rs. 100/- per day in case of Continuing Contravention | Rs.2,00,000/- | 2014-2015 | Rs.2,00,000/- |
| 2019-2020 | Rs.1,97,500/- | ||||
| 2021-2022 | Rs.2,00,000/- | ||||
| 12022-2023 | Rs.1,24,000/- | ||||
| 2023-2024 | Rs.77,600/- | ||||
| 2. | Shri. Chandra Prakash | Rs.10,000/- + Rs. I00/- per day in case of Continuing Contravention | Rs.50,000/- | 2014-2015 | Rs.50,000/- |
| 2019-2020 | Rs.50,000/- | ||||
| 2021-2022 | Rs.50,000/- | ||||
| 2022-2023 | Rs.50,000/- | ||||
| 2023-2024 | Rs.50,000/- |
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.7,99,100/- (Rupees Seven Lakhs Ninety Nine Thousand One Hundred) is imposed on the Company and Rs.2,50,000/- (Rupees ‘:;–)vo Lakh Fifty Thousand) is imposed on Officer in default as mentioned above. Totally Rs. 10,49,100/- (Rupees Ten Lakhs Forty-Nine Thousand One Hundred) as penalty amount for violation of Section 178 of the Companies Act, 2013 for the Financial Years 2014-2015, 2019-2020, 2021-2022, 2022-2023 & 20232024.
10. The said amount of penalty shall be paid through online by using the website www.mca.gov.in(Misc. head) within 90 days of receipt of this order and intimate this office with proof of penalty paid.
11. 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].
12. 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 cther 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. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
