Ministry of Corporate Affairs (MCA) has imposed a total penalty of ₹80,000 on Equifax Analytics Private Limited for failing to provide complete shareholder details in Forms MGT-7 and MGT-9 for the financial years 2018-19 and 2019-20. The violation was noted during an examination of the company’s amalgamation scheme with Equifax Software Systems Pvt. Ltd. The company and its director, Manu Sehgal, each faced penalties of ₹20,000 per year, resulting in a cumulative fine of ₹80,000.
MINISTRY OF CORPORATE AFFAIRS
Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, ‘E’ Wing,
Koramangala. Bengaluru -560 034
Phone: 080 25537449/25633105
E-mail ID: roc. [email protected]
F No. ROC(B)/Adj.Ord.454-92(3)/Equifax Analytics/Co.No.042517/2024 Date: 24.05.2024
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 444 OF COMPANIES Aft 7011 READ WITH RUI E 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES. 2014 FOR VIOLATION OF PROVISIONS OF SECTION 92(3) OF THE COMPANIES ACT POII RFAD WITH RULES (AS AMENDED FROM TIME TO TIME) FRAMED THERIN BY EQUIFAX ANALYTIC PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No, A-42011/112/2014-Ad.II dated 2403.2015 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, Equifax Analytics Private Limited (hereinafter referred to as Company) having CIN U72900KA2007PTC042517 was incorporated on 17.04.2007 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is situated at Diamond District Tower C. 4th Floor. 150, Old Airport Road. Bangalore – 560008. Karnataka.
3. The company has submitted an adjudication application on 12.01.2024 for non-compliance of section 92(3) read with section 92(5) of the Companies Act. 2013. It is seen that the subject company, Equifax Analytics Private Limited entered into a scheme of amalgamation with Equifax Software Systems Private Limited which was approved on 06.082021 by NCLT, Bengaluru and by NCLT, Mumbai on 11.03.2021.
4. The Regional Director, Western Region, Mumbai, while examining the scheme of amalgamation, observed that in Form MGT-7 filed wherein a copy of the shareholders list for the financial years 2018.19 and 2019-20 was filed and in the form MGT – 9 filed by both Transferor and the Transferee companies as part of the Board’s Report in eform AOC -4 , the complete details of shareholders has not been mentioned, viz.. Name and complete address with country and CIN or registration number is not mentioned. Hence it was observed that the Petitioner companies have violated the provisions of section 92(3) of the 2013 read with Rule12(1) of Companies (Management and Administration) Rules. 2014 and section 134 of the Act and the Regional Director (Western Region) directed the companies to compound the offences.
5. The company has submitted that the company apart from filing MGT 7 for the aforesaid years as well as copy of the list of shareholders filed with MGT-9 also was filed for the aforesaid years. Further, the company has stated that though all the details as required to be filled were entered, the company left out inadvertently to fill in the address of the holding and subsidiary companies. However, it is has further contended that the holding and subsidiary companies were not registered in India and hence they do not possess CIN and GLN in India. Hence those details were not entered thereunder.
6. The company has admitted a clerical mistake had occurred which was that instead of mentioning financial year ending March 31, 2019 and financial year ending March 31, 2020, it was inadvertently mentioned as financial year ending March 31, 2016 in MGT 9 filed for respective companies (or the applicable financial years.
7. Further, the company has submitted that the above said defaults were corrected and properly incorporated in the respective attachment to MGT 9 by providing the complete address of the holding and subsidiary company in shareholder’ list
8. As per provisions of section 92(3) of the Companies Act, 2013, read with prior to its substitution Rule 12. as amended by the Companies (Management and Administration) Amendment Rules, 2020, w.e.f. 28.08.2020, read as under
“12. Extract of annual return. – (1) The extract of the annual return to be attached with the Boards Report shall be in Form No. MGT.9:
Provided that a company shall not be required to attach the extract of the annual ream with the Board’s report in From No. MGT.9, in case the web link of such annual return has been disclosed in the Board’s report in accordance with sub-section (3) of section 92 of the Companies Act, 2013.
(2) A copy of the annual return shall be filed with the Registrar with such fee as may be specified for the purpose:
9. Thereafter, a notification was issued in Official Gazette dated 05.03.2021 which substituted the Rule 12 of Companies (Management and Administration) Rules, 2016. A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose.
10. As per provisions of section 450 of the Act if a company or any officer of a company Or any other person contravenes any of the provisions of this Act or the rules made thereunder. or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act. liable to a penalty of ten thousand rupees and in case of continuing contravention. with a further penalty of one thousand rupees for each day after the first during ‘which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.
11. Pursuant to the adjudication application filed by the company. Notice of hearing was sent on 25.01.2024 and physical hearing was held on 07.02.2024 which was attended by Ms. Devika Satyanarayana, practising company secretary who appeared on behalf of the company and directors and made her submissions as per the petition filed by the company and requested to levy lesser penalty as the offence committed was an one-time offence and not a continuing one.
12. It is seen that the company is a subsidiary 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 44613 of the Act shall not be applicable in this case.
13. 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 of non-compliance of provisions of Companies Act. 2013 and in exercise of the powers vested under section 454(31(a) of the Act, I do hereby impose penalty in the following manner on the company and the directors I officers who were In default of the offence committed:
A. Penalty imposed on Equifax Analytics Private Limited and its directors who are in default
| S. No. | Particulars of notice | Financial Year 2018-19 | Financial Year 2019.20 | Total Penalty Imposed as per section 450 for the Act (In Rs.) |
| 1 | Company | 10,000 | 10,000 | 20,000 |
| 2 | Manu Sehgal, Director | 10,000 | 10,000 | 20,000 |
B. Penalty imposed on Equifax Software Systems Private Limited (Amalgamated Company) and its directors who are In default
| S. No. | Particulars of notice | Financial Year 2018-19 |
Financial Year 2019-20 | Total Penalty imposed as per section 450 for the Act (In Rs.) |
| 1 | Company | 10,000 | 10.000 | 20,000 |
| 2 | Menu Sehgal, Director | 10.000 | 10,000 | 20,000 |
14. 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 hinds. 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.
15. 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.
16. 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 end directors / key managerial personnel without further notice in the matter.
17. The company and its directors are hereby directed to rectify the default immediately from the date of receipt of copy of this Order.
18. 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
