The Registrar of Companies, Maharashtra, Pune, has issued an adjudication order against Vitthal Corporation Limited for violations under Section 105 of the Companies Act, 2013, specifically related to the non-compliance with provisions regarding proxies in the notices for Annual General Meetings for the financial years 2016-17, 2017-18, and 2018-19. During an inspection under Section 206(5), it was found that the company failed to provide sufficient prominence to proxy details in the meeting notices, making it liable for penalties. Despite the company’s claim that proxies were appropriately addressed in the AGM notices and that no proxies were present during the meetings, the adjudicating officer proceeded with the penalty. A total fine of INR 20,000 was imposed on the company’s managing directors, company secretary, and CFO. The company has the right to appeal this order within 60 days. The order applies specifically to the financial year 2018-19, with further actions pending for the earlier years. The order has been communicated to all relevant parties, including the Regional Director, Western Region, and the Ministry of Corporate Affairs.
OFFICE OF THE
REGISTRAR OF COMPANIES
MAHARASHTRA, PUNE
MINISTRY OF CORPORATE AFFAIRS
GOVERNMENT OF INDIA
Order No. RoCP/ADJ/Sec 105/ Vitthal Corp/2024-25/1291 To 1295 Date: 23 AUG 2024.
Adjudication Order of penalties in the matter of VITTHAL
CORPORATION LIMITED (U17120PN1998PLC012939) under Section
454(3) of the Companies Act, 2013 read with Section 105 of the
Companies Act, 2013
Please Read:
- Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
- Provisions of Section 105 of the Companies Act, 2013.
- Gazette Notification of Ministry of Corporate Affairs vide No. A42011/ 112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
- Companies (Amendment) Act, 2019.
- General Circular No. 1/2020 dated 02.03.2020.
In respect of:
VITTHAL CORPORATION LIMITED having CIN U17120PN1998PLC012939 is a company governed by the provisions Act and registered with this office having its office at Flat No. 104, Suwarnanand Park, Plot No.48, 49, Laxmi Park Colony, Navipeth, Pune, Maharashtra.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II dated 24.03.2015 (see So 831(E), dated 24.03.201) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013(herein after known as Act) read with Companies (Adjudication of penalties), Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company:
VITTHAL CORPORATION LIMITED having CIN U17120PN1998PLC012939 is a company governed by the provisions Act and registered with this office having its office at Flat No. 104, Suwarnanand Park, Plot No.48, 49, Laxmi Park Colony, Navipeth, Pune, Maharashtra.
3. Facts about the Case:
a) Whereas an Inspection of the company under section 206(5) of the Companies Act, 2013 was conducted by the JO. During the course of Inspection, I0 had observed that “It is seen from the Balance ‘Sheet for the Financial Year ending 31.03.2017, 37.03.2018 and 31.03.2019 provided by the company at the time of Inspection, it is seen that the details relating to proxies has not been given in reasonable prominence in the copy of Notice as required under Section 105 of the Companies Act, 2013 for which the company and officers in default are liable for action“.
b) In terms of the provisions of Section 105(3), If default is made in complying with sub-section (2), every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
c) The matter was also taken up with the company during the course of the said inspection and the company had submitted its reply stating that, “Company has provided the copies of the Proxy form to each of shareholders which was part of the Attachments of Notices calling Annual General Meeting for FY 2016-17, FY 2017-18 and FY 2018-19 the same is even evident from the copies of Annual reports already submitted before your goodselves while your visit to our office and during your inspection. The fact has even been brought before your goodselves notice during the inspection that the company has given reasonable prominence to the member for providing proxy. Thus in view of the above and based on hard copies of annual reports submitted before your goodselves we request you to kindly drop the point.”
d) Accordingly, the adjudication officer has issued adjudication notice vide ROCP/ADJ/105/Vitthal/2024/2972 to 2982 dated 20.02.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 105 of the Companies Act, 2013 read with Rule 12(1A) read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 for the violation of the provisions of the act as mentioned in para “a to c” above;
e) The Adjudicating Officer vide letter dated 17.06.2024 called the officers in default to appear before the adjudicating officer on 02.07.2024 for granting reasonable opportunity of being heard before passing an order under section 454 r/w rule 3(6). Mr. Mahesh Palimkar, CS appeared before the undersigned on 02.07.2024 He had requested for 30 days time to file reply. He was informed that 07 days time was granted to file reply and after that hearing date will be informed. Company vide letter dated 08.07.2024 has submitted reply stating that company has provided details relating to the proxies in reasonable prominence in the copy of notices and the proxy form was also provided to the shareholders. Since none of the shareholders was present by proxy, the company does not have a signed proxy form.
f) As mentioned above, the Adjudicating Officer vide letter dated 30.07.2024 called the officers in default to appear before the adjudicating officer on 08.08.2024 for granting reasonable opportunity of being heard before passing an order under section 454 r/w rule 3(6). No one appeared for hearing on 08.08.2024.
4. Relevant provisions of the Companies Act, 2013:
105. Proxies.—(1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf:
Provided that a proxy shall not have the right to speak at such meeting and shall not been titled to vote except on a poll:
Provided further that, unless the articles of a company otherwise provide, this sub-section shall not apply in the case of a company not having a share capital: Provided also that the Central Government may prescribe a class or classes of companies whose members shall not be entitled to appoint another person as a proxy:
Provided also that a person appointed as proxy shall act on behalf of such member or number of members not exceeding fifty and such number of shares as may be prescribed.
(2) In every notice calling a meeting of a company which has a share capital, or the articles of which provide for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a member.
(3) If default is made in complying with sub-section (2), every officer of the company who is in default shall be 1 [liable to a penalty of five thousands rupees].
(4) Any provision contained in the articles of a company which specifies or requires a longer period than forty-eight hours before a meeting of the company, for depositing with the company or any other person any instrument appointing a proxy or any other document necessary to show the validity or otherwise relating to the appointment of a proxy in order that the appointment may be effective at such meeting, shall have effect as if a period of forty-eight hours had been specified in or required by such provision for such deposit.
(5) If for the purpose of any meeting of a company, invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company’s expense to any member entitled to have a notice of the meeting sent to him and to vote thereat by proxy, every officer of the company 21–who issues the invitation as aforesaid or authorises or permits their issue, shall be liable to a penalty of fifty thousand rupees]:
Provided that an officer shall not be 31–liable] under this sub-section by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy, or of a list of persons willing to act as proxies, if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(6) The instrument appointing a proxy shall—
(a) be in writing; and
(b) be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.
(7) An instrument appointing a proxy, if in the form as may be prescribed, shall not be questioned on the ground that it fails to comply with any special requirements specified for such instrument by the articles of a company.
(8) Every member entitled to vote at a meeting of the company, or on any resolution to be moved thereat, shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days’ notice in writing of the intention so to inspect is given to the company.
5. ORDER:
a. Considering the above facts of the case and the relevant provisions, the undersigned now hereby pronounces the order limited to FY 20182019 without prejudice to appropriate action as required for FY 201617 86 2017-18.
b. In exercise of the powers, conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of the Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of Section 105 of the Act.
c. For Financial Year 2018-2019:
| Penalty imposed on company/director(s) | Total/maximum penalty (In Rs) |
| HARIDAS BHANUDAS DANGE [MANAGING DIRECTOR] | 5000 |
| YASHWANT SANJAYMAMA SHINDE [MANAGING DIRECTOR] | 5000 |
| NEHA RAJAN REDEKAR [COMPANY SECRETARY] | 5000 |
| BHASKAR GAVHANE [CFO (KMP)] | 5000 |
d. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs 100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of this order. [Section 454 of the Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.
e. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to VITTHAL CORPORATION LIMITED and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.
(Mangesh Jadhav, ICLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
