Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, `E’- Wing,
Koramangala, Bengaluru – 560 034
E-mail ID : roc.bangalore@mca.gov.in
F.No.ROCB/ADJ.ORDER/SECTION 173/Co.No.59719/2022(SRN 100078413) Date: 04.11.2022
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 173(1) OF THE COMPANIES ACT 2013 BY WM GLOBAL TECHNOLOGY SERVICES INDIA PRIVATE LIMITED
1 Whereas the company, WM GLOBAL TECHNOLOGY SERVICES INDIA PRIVATE LIMITED was incorporated on 25.07.2011 under the jurisdiction of Registrar of Companies, Bangalore.
2 Whereas as per the provisions of sub-section (1) of Section 173 of the Companies Act, 2013, every company shall hold the first meeting of the Board of Directors within thirty days of the date of incorporation and thereafter, hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board.
3 Whereas the Ministry of Corporate Affairs has extended the period of interval between two board meetings to 180 days instead of 120 days during the quarter April to June 2021 and Quarter July to September 2021, vide Circular No. 08/2021 dated 3.5.2021.
4 Whereas as per sub-section (4) of Section 173 of the Act, every officer of the company whose duty is to give notice under this section and who fails to do so shall be liable to a penalty of twenty five thousand rupees.
5 Whereas the company has filed an adjudication application on 23.08.2022 for violation of Section 173 (1) of the Companies Act, 2013.
6 Whereas the hearing was held on 19.10.2022 and Mr. Sriram Mohan, Company Secretary of the company, being officer in default attended the hearing.
7 It is seen from the application that the company convened its Board meeting on 17.03.2021. The next board meeting was required to be held on 13.09.2021 with a time gap of 180 days by virtue of General Circular No. 08/2021 dated 30.05.2021, extending the time gap by a period of 60 days over and above the time gap, as prescribed under section 173 of Companies Act, 2013. However, the company held the next meeting on 15.09.2021 with a delay of 02 days.
8 Further, it is seen the subject company, viz., WM Global Technology Services India Pvt Ltd is a subsidiary of Walmart India MMVIII LLC. Hence the company does not come under the definition of a “small company”. Therefore, the provisions of imposing lesser penalty prescribed under Section 446B of Companies Act, 2013 shall not be applicable in this matter.
9 Accordingly, in view of the powers vested under Section 454(3) of the Companies Act, 2013, I hereby impose penalty of Rs. 25,000/-(Rupees Twenty Five Thousand only) as prescribed under sub-section (4) of Section 173 of the Companies Act, 2013, on Mr. Sriram Mohan, Company Secretary of the company, being the Officer in Default whose duty to give notice under this section and also read with Section 205(1)(c)Rae 10(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under the Companies Act, 2013.
10 I hereby direct that he shall pay the penalty amount from his own sources through MCA 21 portal within 60 days from the date of receipt of order and need to file INC-28 as per the provisions of the Act, attaching copy of adjudication order along with payment challans.
11 Whereas sub-section (5) of section 454 of the Companies Act, 2013 provides that any person aggrieved by an order made by the adjudicating officer under sub-section (3) may prefer an appeal to the Regional Director having jurisdiction in the matter and as per sub-section (6), every appeal under Sub-section (5) shall be filed within sixty days from the date on which the copy of the order made by the adjudicating officer received by the aggrieved person and shall in such form, manner and be accompanied by such fees as may be prescribed.
12 Please note that as per Section 454(8)(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be, within a period of ninety days from the date of receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty five thousand rupees but which may extend to one lakh rupees, or with both.
In case of default in payment of penalty, prosecution will be filed under section 454(8)(ii) of the Companies Act 2013 without further notice.
(SANJAY SOOD)
REGISTRAR OF COMPANIES
KARNATAKA
