Reflektion Media Software (India) Pvt. Ltd. has been penalized by the Registrar of Companies, Karnataka, for failing to comply with Section 134(3) of the Companies Act, 2013. The company, which operates under CIN U72200KA2012FTC066950, was found lacking in several key disclosures in its Board Reports for the financial years 2017-18 through 2020-21. Violations included missing details on business changes, subsidiary updates, cost records, and internal complaint committee compliance. The penalties amount to Rs. 12 lakh for the company and varying amounts for its directors, totaling Rs. 5.5 lakh. The company and its directors must pay these fines within 90 days and rectify the issues. Failure to comply with this order could result in further penalties under Section 454(8) of the Companies Act.
Registrar of Companies, Karnataka
Kendriya Sedan, 2nd Floor, ‘Et- Wing,
Koramangala, Bengaluru – 500 034
Phone :08045537449/25633105
E-mail ID: [email protected]
File No. ROC(B)/Adj.Ord.454-134(3)/Reflektion/Co.No.66950/2024 Date: 24.05.2024
ORDER OF ADJUDICATION OF PFNAI TT UNDER_SECTION 454 OF COMPANIES ACT. 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES 2014 FOB VIOLATION OF PROVISIONS OF SECTION 134(3)0F THE COMPANIES ACT 2013 READ WITH RULES (AS AMENDED FROM TIME TO TIME) FRAMED THREIN BY REFLEKTION MEDIA SOFTWARE (INDIA) PRIVATE LIMITED.
Ministry of Corporate Affairs vide its Gazette Notification No. A-420111112/2014-Ad.11 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 Companies Act 2013,
2. The company, Reflektion Media Software (India) Private Limited (hereinafter referred to as Company), having CIN U72200KA2012FTC066950 was incorporated on 29112012 and is presently registered under the jurisdiction of Registrar of Companies. Karantaka and the registered office of the company is situated at No.4272, 2″5 Floor, Saptagid, Vivekananda Park Road. Near Seethe Circle, Girinagar. Bangalore -560085, Karnataka.
3. The company has filed this adjudication application on 15.11.2023 for violation of the provisions of section 134(3) of the Act read with Rule 8(5)01), 815)(iii), 8(5)04 13(5)0x). 8(5)(x) of Companies (Accounts) Rules, 2014 by its Board of directors for failure to provide explanations or comments in the Board Report for the financial years 2017-18, 2018-19, 2019-20 and 2020. 21. The details are as follows,
| S. No. | financial Year | Default committed. |
| 1 | 2017-18 | 1. The change in the nature of business, if any;
2. The names of companies which have become or ceased to be its subsidiaries. joint ventures or associate companies during the year; 3. Disclosure regarding maintenance of cost record by the company; and 4. The statement that the company has complied with the provisions relating to internal complaint committee under the Act has not captured. |
| 2 | 2018-19 | 1. Disclosure regarding maintenance of cost record has not been reported in the Board’s report and
2. The company has duly disclosed that they have constituted internal committee under the Sexual Harassment of Women at Workplace (Prevention and Redressal) Act 2013; however, the statement that the company has complied with the provisions relating to internal complaint committee under the said act is not captured in the Board’s Report |
| 3 | 2019-20 | 1. Disclosure regarding maintenance of cost record has not been reported in the Board’s report and
2. The company has not captured the statement that the company has complied with the provisions relating to internal complaint committee under the sexual harassment of Women at Workplace (Prevention and Redressal) Act 2013. |
| 4 | 2020-21 | 1. Non-disclosure of the details of the directors or key managerial personnel who were appointed or have resigned during the year, in the Board’s report |
4. As per provisions of section 134(3) of the Act read with Rule 8(5) of Companies (Accounts) Rules. 2014, in addition to the information and details specified in sub-rule (4), the report of the Board shall also contain-
(i) the financial summary or highlights;
(ii) the change in the nature of business, if any.
(iii) the details of directors or key managerial personnel who were appointed or have resigned during the year,
(iiia) a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.
Explanation.-For the purposes of this clause. the expression ‘proficiency’ means the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the institute notified under subsection (1) of section 150.1
(iv) the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;
(v) the details Mating to deposits, covered under Chapter V of the Act-
(a) accepted during the year;
(b) remained unpaid or unclaimed as at the end of the year;
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-
(i) at the beginning of the year;
(ii) maximum during the year;
(iii) at the end of the year,
(vi) the details of deposits which are not in compliance with the requirements of Chapter V of the Act
(vii) the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future;
(viii) the details in respect of adequacy of internal financial controls with reference to the Financial Statements.
(ix) a disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.
(x) a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013 114 of 20131
(xi) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.
(xii) the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
5. As per the provisions of section 134(8) of the Act, if a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lath rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees
6. Pursuant to the adjudication application filed by the company, Notice of hearing was sent on 25.01.2024 and physical hearing was held on 06.022024 which was attended by Mr. 8iswajit Ghosh, practising company secretary who appeared on behalf of the company and directors and made his submissions.
7. As the company is a subsidiary company, it does not fall under the definition of a small company as per the provisions of section 2(85) of the Act. Therefore, the provisions of imposing lesser penalty as per the section 4468 of the Act shall not be applicable in this case.
8. 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 section 134(3) of the Act, in exercise of the powers vested under section 454(3) of the Act, I do hereby impose penalty in the following manner on the company and all the officers in default during the period of offence committed:
| S. No. | Particulars | Penalty for the year 2017-18 (In Rs.) |
Penalty for the year 2018-19 (In Rs.) | Penalty for the year 2019-20 (In Rs.) | Penalty for the year 2020-21 (In Rs.) |
Penalty imposed as per Section 134(8) of the CA. 2013 On Rs.) |
| 1 | Company | 3,00,000 | 3,00,000 | 3,00,000 | 3,00,000 | 12,00,000 |
| 2 | Anil Kumar Singh, Director | 50,000 | 50,000 | 50,000 | 50.000 | 2,00,000 |
| 3 | Rajeev Madhavan, Director |
50,000 | 50,000 | 50,000 | – | 1,50,000 |
| 4 | Amar Mil Chokhawala, Director | 50,000 | – | – | – | 50,000 |
| 5 | Chokhawala Rohit Rumit, Director |
– | – | – | 50,000 | 50.000 |
9. 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 awn funds. 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 notice who is paying the penalty.
10. 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 accompanies by a certified copy of this Order.
11. Your attention is also invited to section 454(8) of the Companies Act, 2013 in case of noncompliance of this Order wherein necessary penal action will be initiated under 454(8)(i) and (ii) of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter.
12. The company and its directors are hereby directed to rectify the default immediately from the date of receipt of copy of this Order
13. The company is required to serve a copy of this Order on the director(s)/ officials)-in-default mentioned above in terms of provisions of section 20 of the Companies Act 1013.
(Sanjay Sood)
Registrar of Companies, Karnataka
and Adjudicating Officer
