The Ministry of Corporate Affairs, through the Registrar of Companies in Karnataka, imposed a penalty on Tablespace Technologies Private Limited for failing to file form CHG-1 after borrowing a secured loan of Rs. 2 crores from United Oxygen Company Pvt. Ltd. The inquiry, conducted under Section 206 of the Companies Act, 2013, revealed the company’s non-compliance with Section 77 as it failed to to file form CHG-1, which mandates registering particulars of any charge created on a company’s assets within 30 days. Despite Tablespace Technologies’ assertion that the default was unintentional and posed no prejudice, the adjudicating officer found the company in violation. A hearing was held, and the company submitted additional documents showing the loan was repaid in 2022. Consequently, penalties were levied: Rs. 5 lakh on the company, and Rs. 50,000 each on its directors Amit Mono Banerji, Ramachandra Venkatasubba Rao, Srinivas Prasad, and Karan Chopra. The company and its directors were ordered to pay these amounts within 90 days and file Form INC-28. The company can appeal to the Regional Director within 60 days. Non-compliance with the order may result in further penal action under Section 454(8) of the Companies Act, 2013.
MINISTRY OF CORPORATE AFFAIRS
GOVERNMENT OF INDIA
Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, ‘E’- Wing,
Koramangala, Bengaluru – 560 034
Phone : 080-25537449/25633105
E-mail ID : [email protected]
No.ROCB/Adj.Ord.454-77/Tablespace/Co.No.101040/2024/1811 To 18/5 Date:09.07.2024
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES, 2014 FOR VIOLATION OF PROVISIONS OF SECTION 77 OF THE COMPANIES ACT, 2013 READ WITH RULES (AS AMENDED FROM TIME TO TIME) FRAMED THEREIN BY TABLESPACE TECHNOLOGIES PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-A111 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, Tablespace Technologies Private Limited (hereinafter referred to as Company) having ON: U74999KA2017PTC101040 was incorporated on 03.03.2017 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is situated at 46, Level 5, Prestige Trade Tower Palace Road, High Ground, Sampangi Nagar, Bangalore – 560001.
3. Whereas, during inquiry under section 206 of the Act, it was noticed that the company had borrowed secured loan amounting to Rs. 2 crores from United Oxygen Company Pvt. Ltd. As observed from the financial statement as at 31.03.2019, but failed to file form CHG-1, thereby violating the provisions of section 77 of the Act. The company has thereafter, on 04.2024, filed an adjudication / compounding application submitting that this default was without any malafide intentions and is not likely to cause any prejudice to the company or its members or creditors.
4. As per section 77(1) of the Act, it shall be the duty of every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India, to register the particulars of the charge signed by the company and the charge-holder together with the instruments, if any, creating such charge in such form, on payment of such fees and in such manner as may be prescribed, with the Registrar within thirty days of its creation.
5. As per Rule 3 of Companies (Registration of Charges) Rules, 2014, for registration of charges as provided in sub-section (1) of section 77, section 78 and section 79, the particulars of the charge together with a copy of the instrument, if any , creating or modifying the charge in form CHG-1 (for other than debentures) or farm CHG-9 (for debentures), as the case may be, duly signed by the company and the charge holder shall be filed with the Registrar within a period of thirty days of the date of creation or modification of charge along with fee.
6. As per section 86(1) of the Act, if any company is in default in complying with any of the provisions of this chapter, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand
7. Pursuant to the above and the adjudication application filed by the company, Notice of hearing was sent on 03.05.2024 and physical hearing was held on 21.05.2024. It was attended by Mr. Sanjeev Kumar Ghai, Compliance Officer and Ms Gauri Balankhe, practising company secretary on behalf of all the applicants along with authorisations from all the directors for appearing on their behalf. They made their submissions as stated in the application and stated that the default was unintentional, and the company wishes to get it adjudicated. Further, additional information and documents as directed were also submitted by the authorised representative on 28.05.2024 wherein it was submitted by the company that the said loan in question was repaid by the company on 15.03.2022.
8. It is seen that the company is a holding company and does not fall under the definition of a small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provisions of imposing lesser penalty as per the section 446B 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 authorized representative, in view of the above said violation of the Act, in exercise of the powers vested under Section 454(3) 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:
| S. No. | Of notice | Penalty imposed as per section 86(1) of the Act (In Rs.) |
| 1 | Company | 5,00,000 |
| 2 | Amit Mono Banerji, Director | 50,000 |
| 3 | Ramachandra Venkatasubba Rao, Director | 50,000 |
| 4 | Srinivas Prasad, Director | 50,000 |
| 5 | Karan Chopra, Director | 50,000 |
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 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
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
