On August 23, 2024, the Registrar of Companies (RoC) Maharashtra, Pune, issued an adjudication order against Faurecia India Private Limited for violating Section 204 of the Companies Act, 2013. The company failed to obtain and annex a Secretarial Audit Report in the prescribed MR-3 format with its Board Report for the financial year ending March 31, 2021. This omission, despite the company having significant borrowings and thus being subject to this requirement, led to penalties under Section 204(4) of the Act. The adjudicating officer, appointed under the Companies (Adjudication of Penalties) Rules, 2014, imposed a total penalty of ₹2,00,000 each on the company and its officers for this non-compliance. The company and its officers are directed to rectify the defect by filing a revised Board Report. Failure to pay the penalty within the specified period may lead to further consequences as outlined in the Act. An appeal against this order can be filed with the Regional Director within sixty days.
OFFICE OF THE
REGISTRAR OF COMPANIES
MAHARASHTRA, PUNE
Adjudication Order No. RoCP/ADJ order/Faurecia/204/24-25/1265 to 1271 Date: 23 AUG 2024
Adjudication Order of penalties in the matter of FAURECIA INDIA PRIVATE LIMITED HAVING (CIN U34300PN2004PTC019215) )under Section 454(3) of the Companies Act, 2013 for violation of Section 204 of the Companies Act, 2013
Please Read:
- Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
- Provisions of Subsection (1) and (4) of Section 204 of the Companies Act, 2013.
- Gazette Notification of Ministry of Corporate Affairs vide No. A42011/ 112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
In respect of:
FAURECIA INDIA PRIVATE LIMITED having CIN U34300PN2004PTC019215 is a company limited by shares and governed by the provisions Act, and registered with this office having its office at Plot # T-187, Pimpri Industrial Area (B.G. Block)„Behind Bhosari Police Station, Bhosari, Pune, pune, Maharashtra, 411026, India.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A42011/ 112/2014-Ad.11, dated 24.03.201.5 (see SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(11 of the Companies Act, 2013 (herein after known as Act) r/w Rule 3(1) of Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company:
FAURECIA INDIA PRIVATE LIMITED having CIN U34300PN2004PTC019215 is a company limited by shares and governed by the provisions Act, and registered with this office having its office at Plot it T-187, Pimpri Industrial Area (B.G. Block)„Behind Bhosari Police Station, Bhosari, Pune,pune,Maharashtra,411026,India.
3. Relevant provisions of the Companies Act, 2013:
(i) Section 204(1) of the Act provides that Every listed company and a Public Company having paid up share capital of Rs.50 Crore or more; or having turnover of Rs.250 Crore or more or every company having outstanding loans or borrowings from banks or public financial institutions of one hundred crore rupees or more shall annex with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit re–port, given by a company secretary in practice, in such form as may be prescribed.
(ii) Section 204(2) of the Act provides that) it shall be the duty of the company to give all assistance and facilities to the company secretary in practice, for auditing the secretarial and related records of the company.
(iii) Section 204(3) of the Act provides that, The Board of Directors, in their report made in terms of sub-section (3) of section 134, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his report under sub-section (1).
(iv) Section 204 (4) of the Act provides that If a company or any officer of the company or the company secretary in practice, contravenes the provisions of this section, the company, every officer of the company or the company secretary in practice, who is in default, shall be liable to a penalty of two lakh rupees.
4. Facts about the Case:
The company has filed a suo-moto application vide SRN-F85647964 on 29.11.2023 for adjudication of the said offence under Section 454 of the Companies Act, 2013 and the said company was not able to obtain a Secretarial Audit Report from a Company Secretary in Practice in the prescribed form MR-3 for the Financial Year ended 31.03.2021 and was not able to annex the same with its Board’s report made in terms of sub-section(3) of section 134 of the Companies Act 2013 for the said Financial Year ended 204 of the Companies Act, 2013.
It is seen from the Financial statement that the borrowings from Banks/institutions as at the last date of latest audited financials for the F.Y 2020-21 are Rs.203.5Cr. Thus, the provisions of section 204 are applicable to the Company. Further, the board report for the F.Y. 2020-21 is signed by Mr. Jaiprakash Ramani 86 Mr. Manish Patil, Additional directors on 23.07.2021. However, the Secretarial Auditor report in Form MR-3 as required under section 204(1) of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not attached in the said Board Report. Hence, the Company and the officers are liable for action under section 204(4) of the Companies Act, 2013.
The AO had issued a notice to the Company vide notice No. ROCP/ADJ/Faurecia/204/61 to 66 dated 16.04.2024 (herein after refereed as Adjudication Notice) under section 454(4) read with 204 of the Companies Act, 2013 read with Rule 3(2) of Companies (Adjudication of Penalties), 2014 to the Company and its officers in default for the violation of the provisions of the act as mentioned in above.
A reply to the Adjudication notice has been received on 30.04.2024 and it was stated that based on the financial parameters of the Financial Year 2019-20, the Company was required to obtain a Secretarial Audit Report from a Company Secretary in Practice in the prescribed form MR-3 for the Financial Year ended 31st March 2021 and was required to annex the same with its– Board’s Report prepared in terms of the provisions of Sub-Section (3) of Section 134 of the Companies Act 2013 for the said Financial Year ended. However, while reviewing the financial position and ascertaining the applicability of Secretarial Audit to the Company, there was an omission in interpreting said provisions. As a result, the Company failed to obtain Secretarial Audit Report from a Company Secretary in Practice in the prescribed form MR-3 for the Financial Year ended 31st March 2021 and was not able to annex the same with its Board’s Report made in terms of Sub-Section (3) of Section 134 of the Companies Act 2013 for the said Financial Year ended.
The Adjudication Officer also had conducted a hearing of the Authorized Representative of the above mentioned Company to give the opportunity of being heard before imposing penalty by issuing hearing notice vide notice No. ROCP/ADJ/FAURECIA./204/2024/416 to 421, dated 28.05.2024. CS Yogendra Sharma appeared before the AO being the Authorized Representative of the Company on 07.06.2024 and admitted the violation u/s 204 .
5. ORDER:
A. Considering the above facts of the case and the relevant provisions; the undersigned now hereby pronounces the order. Further, the delay in issuance of the order is on account of examination of reply; checking MCA21 records; other administrative reasons.
B. The applicant company and its officers, who have defaulted the provisions of section 204(1) of the Act has not annexed with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed are liable for penalties under section 204(4) of the Act
C. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the facts and circumstances of the case besides oral submissions made by the representative of Noticee(s) at the time of virtual/physical hearing and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 204(1) of the Act:-
| Penalty imposed on company/directors | Total / maximum penalty (In Rs) |
| FAURECIA INDIA PRIVATE LIMITED | 2,00,000/- |
| Monique Danielou | 2,00,000/- |
| Bertrand Figueras | 2,00,000/- |
| Sukrit Aniket Rajhans | 2,00,000/- |
| Jaiprakash Ramani | 2,00,000/- |
| Manish Prakash Patil | 2,00,000/- |
D. I am of the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
E. The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.
F. Further, pursuant to provisions of Rule 10 of the Companies (Registration Office and Fees) Rules, 2014, the said AOC-4 form is being marked defective and under the provision of section 454(3)(b) of the Companies Act, 2013 the company and the officers in default are directed to rectify the defect by filing revised Board Report for Financial Year 20201-21 as per section 134(3) of the Act.
G. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of this order. [Section 454 of the Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.
H. Your attention is also invited to section 454(8)(ii) of the Act regarding consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.
I. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of–Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to FAURECIA INDIA PRIVATE LIMITED and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.
(Mangesh Jadhav, ICLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
