The Registrar of Companies, Chennai, acting as the Adjudicating Officer, issued an adjudication order under Section 149(1) of the Companies Act, 2013 against WS. Info-Drive Software Limited (now under liquidation). The company was found in violation of Section 149(1) for not appointing a woman director on its board as required for listed companies under Rule 3(i) of the Companies (Appointment of Directors) Rules, 2014. The inspection revealed that the company had no woman director from 06.04.2018 until the appointment of the liquidator on 06.04.2022. The Hon’ble NCLT Chennai Bench II’s order appointed a liquidator for the company under IBC 2016.
As a result, a penalty of Rs. 1,00,000 was imposed solely on the director, Mr. Jaffer Sadiq Ameer, under Section 172 of the Companies Act, 2013. The penalty is to be paid within 90 days of receiving the order, failing which further fines or imprisonment may be imposed. An appeal against this order can be filed within sixty days. Failure to comply with the order may result in additional penalties or imprisonment as per Section 454(8) of the Act.
Government of India
Ministry of Corporate Affairs
Office of Registrar of Companies, Tamil Nadu, Andaman & Nicobar Islands, Chennai
II Floor, C-Wing, Shastri Bhavan, 26, Haddows Road, Nungambakkam, Chennai-6
F.NO.ROC/CHN/INFO-DRIVE/ADJ/S.149(1)/2024 DATE: 1 APR 2024
Adjudication Order under Section 149(1) of the Companies Act, 2013
In the Matter of WS. Info-Drive Software Limited (Now Under Liquidation).
1. Appointment of Adjudicating Officer: –
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. Info- Drive Software Limited (Now under liquidation) with CIN:L36999TN1988PLC015475 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the provisions of section 7 of the Companies Act, 2013 having its registered office as per MCA21 Registry at Crown Court, Sixth Floor, Office No. 3, No. 128, Cathedral Road, Chennai 600086. The financial & other details of the subject company as avail9ble on MCA-21 portal is stated as under:
|
S.No. |
Particulars | Details as on F.Y. 2013-14 |
| 1. | Paid up Capital | 45,09,02,200 |
| 2.. | a. Revenue from Operation | 63,19,53,000 |
| b. Other Income | 4,50,26,000 | |
| c. Profit for the Period | 12,68,000 | |
| 3. | Whether it is a Holding Company | No |
| 4. | Whether it is a Subsidiary Company | No |
| 5. | Whether company registered under Section 8 of the Act? | No |
| 6. | Whether company registered under any other special Act? | No |
3. Directors
|
S. No. |
Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Shri. Jaffer Sadiq Ameer | Director | 12.03.2013 | ….. |
- Mr. Seshagiri Rao, Director was demised on 27.06.2016. Therefore, the charge against him was abated.
- Mr. Andrew Niranjan Seshiah, Additional Director is not regularized as a director.
4. Section and Penal Provision as per Companies Act, 2013
Section 149 of the Companies Act, 2013- Company to have Board of Directors:
(1) Every company shall have a Board of Directors consisting of individuals as Directors and shall have—
(a) a minimum number of three Directors in the case of a public company, two Directors in the case of a private company, and one director in the case of a One Person Company;
and
(b) a maximum of fifteen Directors:
Provided that a company may appoint a more than fifteen Directors after passing a special resolution:
Provided further that such class or classes of companies as may be prescribed, shall have at least one woman director.
Rule 3 (i) of the Companies (Appointment of Directors), Rules, 2014:
The following class of companies shall appoint at least one woman director-
(i) every listed company;
(ii) every other public company having –
(a) paid—up share capital of one hundred crore rupees or more; or
(b) turnover of three hundred crore rupees or more:
Provided that a company, which has been incorporated under the Act and is covered under provisions of second proviso to sub-section (1) of section 149 shall comply with such provisions within a period of six months from the date of its incorporation: Provided further that any intermittent vacancy of a woman director shall be filled-up by the Board at the earliest but not later than immediate next Board meeting or three months from the date of such vacancy whichever is later.
Section 172 of the Companies Act, 2013- Penalty
“If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
5. Issue of Adjudication Notice:
Pursuant to the Ministry’s Instruction, the Registrar of Companies, Chennai has conducted an Inspection of books and papers of M/s. Info Drive Software Limited U/s. 206(5) of the Companies Act, 2013. The TO reported that the company being a listed public company, as per Section 149(1) of the Companies Act, 2013 read with Rule 3(i) of the Companies (Appointment of Directors), Rules 2014, the company shall have at least one woman director. Mrs. Lakshmi San.karakrishn.an Ramlingam with DIN: 02576900 resigned from the directorship of the company on 05.04.2018. Consequently, the company did not have a woman director on the board of the company w.e.f 06.04.2018, thus contravened the provisions for Section 149(1) of the Companies Act, 2013. After that this office had filed a complaint before the Additional Chief Metropolitan Magistrate Economic Offences, Egmore Chennai in EOCC No. 94/2019 against the company and its directors for violation of Section 149(1) of the Companies Act, 2013 read with Rule 3(i) of Companies (Appointment of Directors) Rules, 2014.The Hon’ble Court of the Additional Chief Metropolitan Magistrate, Egmore, Chennai 600008 vide order dated 31.07.2023 in E.O.C.C. No. 94/2019 ordered that “the case is withdrawn from the file of this Court and transferred to ROC/Adjudicating Authority for Adjudication U/s. 454 of the Companies Act, 2013”.
6. Adjudication Hearing:
The Adjudicating Authority has issued notice of hearing dated 14.02.2024 by fixing the hearing on 20.02.2024 at 01:15 PM: Mr. Murthy, Advocate has appeared before the Adjudicating Authority on 20.02.2024 on behalf the company and directors namely Jaffer Sadiq Ameer and Mr. Andrew Niranjan Seshiah. The authorized representative made submission that the violation of Section 149 (1) may be adjudicated and penalty may be imposed only on director.
7. Decision
The Hon’ble NCLT Chennai Bench II vide order dated 06.04.2022 in IA/1316/IB/2020 & IA/129(CHE)/2021 in CP/1000/IB/2018 appointed a liquidator in the matter of Corporate Debtor Info- Drive Software Limited under IBC 2016. Further, in the said order it was mentioned that the liquidator shall issue the public announcement that the Corporate Debtor is in liquidation.
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that there is violation of Section 149(1) of the Companies Act, 2013 for 1461 days from 06.04.2018 to date of appointment of liquidator i.e, 06.04.2022.
I am inclined to impose a penalty only on the director (now Ex- Director) namely Mr. Jaffer Sadiq Ameer as prescribed under Section 172 of the Companies Act, 2013 as the company is currently under liquidation and Mr. Andrew Niranjan Seshiah is not regularized as a director.
The details of the penalty imposed on officer in default are shown in the table below:
| S. No | Officers in default | No of days of default | Per day penalty for default | Total Penalty | Maximum Penalty | Penalty Imposed |
| 1. | Shri. Jaffer Sadiq Ameer, Director | 1461 days | Rs.500/- | Rs.50,000 + Rs.500 x 1461 days = 7,80,500 | Rs.1,00,000/- | Rs.1,00,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.1,00,000/- (Rupees One lakh) is imposed on director. Totally Rs. 1,00,000/- (Rupees One lakh) is imposed as penalty amount for violation of Section 149(1) of the Companies Act, 2013.
8. The said amount of penalty shall be paid through online by using the website www.mca.gov.in(Misc. head), within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
9. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu 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 this order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
10. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(i) Where company fails to comply with the order made under subsection (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees.
(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 the 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.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
