Ministry of Corporate Affairs has penalized Credii Technologies Private Limited for non-compliance with AGM notice requirements under Sections 101 and 118 of the Companies Act, 2013. The company failed to include mandatory attendance slips and proxy forms in its AGM notices for FY 2018-19 and 2019-20. Additionally, the FY 2019-20 notice was not signed by a director. The company faces a total penalty of Rs. 50,000—Rs. 25,000 for each financial year. The Managing Director, Vamshi Krishna Mokshagundam, is also fined Rs. 10,000.
Registrar of Companies, Karnataka
Kendriya Sadan.2!” Floor, ‘E’ Wing,
Koramangala. Bengaluru – 560 034
Phone :0130-25537449/25633105
E-mal ID: [email protected]
F No. ROC(B)/Adj.Ord454-101&118/Credli Tedmologies/CO.N0.059191/2024 Date:24.01.2024
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT. 2013 MAO WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENAUTESI RULES.2014 FOR VIOLATION OF PROVISIONS OF SECTION 101 & 118 OF THE COMPANIES ACT. 2013 READ WITH SECRETERIAL STANDARD 1 & 2 AND RULES (AS AMENDED FROM TIME TO TIME) FRAMED THERIN BY CREDII TECHNOLOGIES PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Adff 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 Companies Act, 2013.
2. The company Credii Technologies Private Limited (hereinafter referred to as Company), having CIN U72200KA2011PTC059191 was incorporated on 17.062011 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is situated at *13, MCHS Sector 4. HSR Layout, Bangalore 560102. Karnataka.
3. The company has filed this adjudication application on 15.11.2023 for violation of the provisions of section 101 and 118 of the Act, the company has stated that company has made inadequate disclosure in the notice of annual general meeting of the company during the financial year 2018-19 and 2019-20 pursuant to section 101 and 118(10) of the Act. The details are as follows:
| S. No. | Financial Year | The company has not complied the provisions of section 101 of the Act r/w Secretarial Standards 2. |
| 1 | 2018.19 | As per Secretarial Standards 2 the notice for a general meeting shall be accompanied, by an attendance slip and a proxy form with clear instructions for filling, stamping, signing and/or depositing the proxy form. |
| The company inadvertently failed to include the attendance slip and proxy form in the notice of Annual General Meeting held for the financial year 2018-19.
Also, the company inadvertently passed an ordinary business as special business. |
||
| 2 | 2019-20 | As per Secretarial Standards 2 the notice for a general meeting shall be accompanied, by an attendance slip and a proxy form with clear instructions for filling, stamping, signing and/or depositing the proxy form.
The company inadvertently failed to include the attendance slip and proxy form in the notice of Annual General Meeting held for the financial year 2019-20. Also, the notice has not been signed by the director on behalf of the company. |
4. As per provisions of section 101 of the Act rive para 1.2.10 of the Secretarial Standard 2 of General Meetings, Notice shall be accompanied, by an attendance slip and a Proxy form with clear instructions for filling, stamping, signing and/or depositing the Proxy form.
5. As per the provisions of section 118(10) of the Act every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, and approved as such by the Central Government.
6. As per provisions of section 118(11) of the Act, if any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
7. Pursuant to the adjudication application filed by the company, Notice of hearing was sent on 24.01.2024 and physical hearing was held on 06.02.2024 which was attended by Mr. Biswajit Ghosh, practising company secretary who appeared on behalf of the company and directors and made his submissions.
Further, the company’s authorised representative Mr. Biswajit Ghosh. PCS. who attended the hearing has submitted a corrigendum to this office on 21.032024, with respect to the application filed under section 101 & 118 of the Act, wherein it has been mentioned that in the original application, the period of default were wrongly mentioned as three financial years, i.e, 2018-19, 2019-20 and 2020-21, However, the period of default committed pertains two financial years, i.e, 2018-19 and 2019-20. Hence the corrigendum submitted in this regard has been taken on record and accordingly. the order has been modified by imposing penalty on company and its officers in default for financial years, i.e. 2018.19 and 2019-20.
8. As the company is a subsidiary company, it 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 / director / key managerial personnel through their authorised representative, in view of the above said violation. in exercise of the powers vested under section 454(3) of the Act I do hereby impose penalty in the following manner on the company and all the officers In default during the period of offence committed:
| S. No. | Particulars | Penalty imposed (in Rs.) for annual general meeting held during the financial year |
Total Penalty imposed as per section 118(11) of the Act (In Rs.) |
|
| 2018-19 | 2019-20 | |||
| 1 | Company | 25,000 | 25,000 | |
| 50,000 | ||||
| 2 | Vamshi Krishna Mokshagundam, Managing Director |
5.000 | 5,000 | 10,000 |
10. The company and its directors / key managerial personnel are hereby directed to pay the penalty amount as tabulated above 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 rnca.gov.in (Miscellaneous head) specifying the details of this Order and the notice 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 ACV 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)(i) and (ii) of the Companies Act 2013 against the company and directors / key managerial personnel without further notice in the matter.
13. The company and its directors are hereby directed to rectify the default immediately from the date of receipt of copy of this Order
14. 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
