Ministry of Corporate Affairs, through the Office of Registrar of Companies, NCT of Delhi & Haryana, has issued a penalty order against Teleone Consumers Product Private Limited for violation of Section 118 of the Companies Act, 2013. The violation involves non-compliance with secretarial standards concerning the recording of minutes of meetings.
Analysis: The penalty order highlights that Teleone Consumers Product Private Limited failed to comply with Section 118(10) of the Companies Act, 2013. According to the inquiry report, the company did not adhere to the secretarial standards related to general meetings, board meetings, and other meetings. Specifically, the company failed to mention the date of signing the minute book and the serial number of the minute book.
A show cause notice was issued to the company and its directors/officers, but they did not submit any reply in response. Considering the facts of the case, the adjudicating officer imposed penalties on the company and the officers in default under Section 118(11) of the Act. The penalties were for violating Clause 1.2.1 and 7.6.1 of Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI), read with Section 118(10) of the Companies Act, 2013.
The penalty amount imposed on Teleone Consumers Product Private Limited is INR 75,000 for the financial years 2015-16, 2016-17, and 2017-18. Additionally, penalties of INR 15,000 each were imposed on the officers in default, namely Vishvajeet and Darshan Singh.
The order directs the parties to pay the respective penalty amounts within 90 days of receiving the order. The penalties should be paid online through the Ministry of Corporate Affairs website, and proof of payment should be submitted to the Registrar of Companies. The order also allows for filing an appeal with the Regional Director within sixty days from the date of receipt of the order.
Conclusion: The penalty order serves as a reminder of the importance of complying with secretarial standards outlined in the Companies Act, 2013. Teleone Consumers Product Private Limited has been penalized for non-compliance with recording requirements for minutes of meetings. The penalties imposed on the company and its officers highlight the need for adherence to the prescribed standards. It is crucial for companies to ensure compliance with secretarial standards to avoid penalties and maintain good corporate governance practices.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE, NEW DELHI -110019
Order for Penalty for Violation of Section 118 of the Companies Act, 2013
IN THE MATTER OF
TELEONE CONSUMERS PRODUCT PRIVATE LIMITED
Adjudication in respect of violation of Companies Act, 2013
Notification No. ROC/D/ADJ/Section 118/ TELEONE/ 2422-2425 | Dated : 19/06/2023
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.11, dated 24.03.2015 appointed Registrar of Companies, NCT of Delhi & Haryana as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz. TELEONE CONSUMERS PRODUCT PRIVATE LIMITED(herein after known as ‘company’) is a registered company with this office under the provisions of the Companies Act, 2013 having its registered office as per MCA21 Registry at address 468, IIIrd Floor, Shivaji Market, Pitam Pura, Delhi North West DI 110034 IN. The financial & other details of the subject company for immediately preceding F.Y. 2021-22 as available on MCA-21 portal is stated as under:
|1.||Paid up capital
(As per Master Data)
|2.||Turnover (F.Y. 2021-22)||Rs. 1,211,854,691/-|
|4.||Subsidiary Company||Yes (D V MEDIA &
|5.||Whether company registered under Section 8 of the Act?||No|
|6.||Whether company registered under any other special Act?||No|
3. Facts about the Case: –
I. In reference to the Inquiry Report under section 208 of the Companies Act, 2013, the Inquiry Officer has pointed out non-compliance of provision of section 118(10) of the Companies Act, 2013. Whereas it was observed that:-
II. “As per section 118(10) of the Companies Act, 2013 every company has to mandatorily comply with secretarial standards w.r.t general meeting, Board Meeting and other meeting etc. In relation to question raised the copy of the minute of the company has been furnished and it is observed that as the date of signing the minute book is not mentioned and serial number of minute book is not mentioned and serial number of minute book is also not written.
IV. A show cause notice no. ROC/D/Adj/2022/Section 118/Teleone/3665-3667 dated 14.06.2022 was issued to the company and directors/officers of the and in response to the said SCN, the Subject Company and director/officers of the company did not submit any reply.
V. Taking into account the facts of the case, it is noted that there is violation of section 118(10) for the Financial Year ended on 31.03.2016, 31.03.2017, 31.03.2018.
4.The relevant provision of section 118 as on date of default are as under:
Section 118 (Minutes of the proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot)
(10) “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, 1980 and approved as such by the Central Government.”
(11) “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 thousands rupees.”
5.The relevant provision of Secretarial Standard -1 issued by ICSI as on date of default are as under:
Recording of Minutes
(1.2.1) Every Meeting shall have a serial number
(7.6.1) Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting.
6. Adjudication of penalty: –
a. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Companies Act, 2013. Hence, the benefit of section 446B would not be applicable on the company.
b. Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the reply submitted by the subject company in response to the notice issued vide No ROC/D/Adj/2022/Section 118/Teleone/3665-3667 hereby, impose the penalty on the company and its officers in default under section 118 (11) of the Act, for violation of Clause 1.2.1 and 7.6.1 of Secretarial Standard (SS-1) issued by the ICSI r/w section 118 (10) of the Companies Act, 2013 of the Companies Act, 2013 which are as follows:-
|Violation||Penalty imposed on
118(11) of the
|Secretarial||TELEONE CONSUMERS||F.Y 2015-16,||25,000*3 =||75,000/-|
|Standard (SS-||PRODUCT PRIVATE LIMITED||2016-17 &||75,000/-|
|1) Section 118||2017-18|
|(10) of the
|2013 r/w Para||2017-18|
|DARSHAN SINGH||F.Y 2015-16,||5,000*3 =||15,000/-|
|1.2.1 and 7.6.1|
a. Names of party as mentioned in the table above are hereby directed to pay the penalty amount as per column no. ‘E’ therein. In case of parties other than company, such amount is required to be paid out of their own funds.
b. The said amount of penalty shall be paid through online by using the website mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order and intimate this office with proof of penalty paid.
c. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 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 the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
d. Your attention is also invited to section 454(8) of the Act in the event of noncompliance of this order.
Place: New Delhi.
(Pranay Chaturvedi, ICLS)
Registrar of Companies,
NCT of Delhi & Haryana
No. ROC/D/ADJ/Section 118/ TELEONE/ 2422-2425