As per section 117(1) of the Act, a copy of every resolution or any agreement in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any annexed to the notice calling the meting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner, and with such fees as may be prescribed. As per Rule 24 of Companies (Management and Administration) Rules, 2014, a copy of every resolution or any agreement required to be filed shall be filed with the Registrar in Form No. MGT-14 along with the fee. Further, as per para 3(A)(XV) of Ministry’s General Circular No. 14/2020 dated 08.04.2020, all resolutions passed through video conferencing (VC) / other audio visual means (OAVM) shall be filed with the Registrar within 60 days of the meeting.
Whereas section 117(2) of the Act stipulates that if any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakhs rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
The company has submitted an adjudication application on 09.02.2023 with this office. It has submitted therein that the company had passed an ordinary resolution in its EoGM held on 02.07.2021 for appointment of statutory auditor of the company through video conferencing (VC). As per the General Circular No. 14/2020, the company was required to file a copy of the resolution in e-form MGT-14 within 60 days i.e. by 31.08.2021. However, the e-form MGT-14 was filed by the company only on 20.04.2022 vide SRN 796533765 with a delay of 231 days.
Registrar of Companies in Karnataka issues an order of adjudication of penalty under Section 454 of the Companies Act, 2013 for violation of Section 117 by Firmroots Private Limited.
Registrar of Companies. Karnataka
Kendriya Sadan, 2nd Floor, ‘E’. Wing,
Koramangala, Bengaluru – 560034
Phone 080-25537449/25633105
E-mail ID: roc.bangalore@mca.gov.in
File No. ROC(11)/Adj.Ord.454-117/Firmroots/Co.No.086485/2023/ Dated : 26/05/2023
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALTES) RULES,2014 FOR VIOLATION OF SECTION 117 OF THE COMPANIES ACT, 2013 BY FIRMROOTS PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014–Ad.II dated 24.032015 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, Firmroots Private Limited (hereinafter referred to as Company) was incorporated on 25.02.2016 and is currently registered under the jurisdiction of Registrar of Companies, Karnataka with its registered office situated at Khatha No. 3, 163, 8heemakkanahalli, Bheemakkanahalli Village, Hoskete Taluk, Karnataka – 562129.
3. As per section 117(1) of the Act, a copy of every resolution or any agreement in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any annexed to the notice calling the meting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner, and with such fees as may be prescribed. As per Rule 24 of Companies (Management and Administration) Rules, 2014, a copy of every resolution or any agreement required to be filed shall be filed with the Registrar in Form No. MGT-14 along with the fee. Further, as per para 3(A)(XV) of Ministry’s General Circular No. 14/2020 dated 08.04.2020, all resolutions passed through video conferencing (VC) / other audio visual means (OAVM) shall be filed with the Registrar within 60 days of the meeting.
4. Whereas section 117(2) of the Act stipulates that if any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakhs rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
5. The company has submitted an adjudication application on 09.02.2023 with this office. It has submitted therein that the company had passed an ordinary resolution in its EoGM held on 02.07.2021 for appointment of statutory auditor of the company through video conferencing (VC). As per the General Circular No. 14/2020, the company was required to file a copy of the resolution in e-form MGT-14 within 60 days i.e. by 31.08.2021. However, the e-form MGT-14 was filed by the company only on 20.04.2022 vide SRN 796533765 with a delay of 231 days.
6. Pursuant to the adjudication application filed by the company, Notice of hearing was sent on 21.02.2023 and physical hearing was held on 10.03.2023. It was attended by Ms. Pratibha Mohta, practising company secretary & authorized representative of the company and the directors Mr. Gautam Sharma & Mr. Supam Maheshwari and Ms. Rinke! Handey, the cornpany secretary of the company. The company later made a written submission in the matter on 20.03.2023 stating that Mr. Ashwinkumar Nadakudru, who was also the officer in default for this con-compliance, has resigns from the company and the company did not receive any response from him despite all the efforts made to reach out to him to submit an adjudication application for this non-compliance
7. As the company is a start-up company (certificate from DPIIT regarding the same has been provided by the company), the provisions of imposing lesser penalty as per section 4468 of the Act shalt be applicable in this case. The same has also been prayed for by the company in its adjudication application.
8. As per the provisions of section 4468 of the Act, notwithstanding anything contained in this Act if penalty is payable for non–compliance of any of the provisions of this Act by a One Person Company, small company start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company. its officer in default or any other person, as the case may be, shall be liable to a Penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an officer who is in default or any other person, as the case maybe.
9. Therefore, having considered the facts and circumstances of the case and the submissions made by the company and directors through their authorised representatives, in view of the above mentioned viotation in exercise of the powers vested under section 454{3)(a) 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:
10. The company and its directors / key manageria personnel / officers who are in default 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 mcagov.in (Miscellaneous head) specifying the details of this Order and the name of 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 AD) setting forth the grounds of appeal and shall be accompanied by a certified copy of this Order.
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 section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013 against the company and directors / key managerial personnel who are in default without further notice in the matter.
(Sanjay Sood)
Registrar of Companies, Karnataka
and Adjudicating Officer
