The Registrar of Companies, Chennai, acting as the Adjudicating Officer, issued an adjudication order under Section 171(2) of the Companies Act, 2013 against M/s Hermes I Tickets Private Limited for non-maintenance of registers as prescribed under the Act.
An inquiry was conducted, and the company was directed to submit various documents related to registers, returns, and records required under the Companies Act, 2013. However, the company failed to comply with these directives.
The Inquiry Officer observed that the company did not maintain the register as required under Section 171(2) of the Companies Act, 2013, and refused inspection requests. Consequently, the company and its officers were found to be in contravention of the provisions of Section 171(2) and were liable for penalties under Section 172 of the Act.
Despite issuance of adjudication notices and hearing opportunities, no satisfactory response was received from the company or its directors.
Therefore, a penalty of Rs. 3,00,000 was imposed on M/s Hermes I Tickets Private Limited, and Rs. 1,00,000 each on the officers in default, namely Manojkumar Sahu, Vignesh Ravindran, and Prabhakar Sujatha, totaling Rs. 6,00,000.
The company and the officers in default are required to pay the penalty within 90 days of receiving the order. Failure to comply may result in further fines or imprisonment as per Section 454(8) of the Act. An appeal against this order can be filed within sixty days.
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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/HERMES I/ADJ/S.171(2)/2024 Date: 27/MAR 2024
Adjudication Order under Section 171(2) of the Companies Act, 2013
In the Matter of M/s Hermes I Tickets Private Limited
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. Hermes I Tickets Private Limited with CIN: U63040TN2006PTC082562 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at Sai Krupa Plot No. 30A (south phase) First floor SIDCO THIRU-VI-KA Industrial Estate Guindy, Chennai, Tamil Nadu 600032.
The financial & other details of the subject company as available on MCA-21 portal is stated as under:
|
S. No. |
Particulars | Details as per FY 2021-22 |
| 1. | Paid up Capital | Rs. 7,84,200/- |
| 2. | a. Revenue from Operation | Rs.34,67,80,951/- |
| b. Other Income | NIL | |
| c. Profit for the Period | ||
| 3. | Whether it is a Holding Company | No |
| 4. | Whether it is a Subsidiary Company | Yes |
| 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. | Manojkumar Sahu |
Director | 30.09.2016 | ….. |
| 2. | Vignesh Ravindran |
Director | 19.10.2020 | 07.11.2020 |
| Managing Director | 07.11.2020 | 23.02.2024 | ||
| 3. | Prabhakar Sujatha | Additional Director | 09.08.2021 | 23.02.2024 |
4. Section and Penal Provision as per Companies Act, 2013 Section 171 of the Companies Act, 2013- Members’ right to inspect:
(1) The register kept under sub-section (1) of section 170,—
(a) shall be open for inspection during business hours and the members shall have a right to take extracts therefrom and copies thereof; on a request by the members, be provided to them free of cost within thirty days; and
(b) shall also .be kept open for inspection at every annual general meeting of the company and shall be made accessible to any person attending the meeting
(2) If any inspection as provided in clause (a) of sub-section (1) is refused, or if any copy required under that clause is not sent within thirty days from the date of receipt of such request, the Registrar shall on an application made to him order immediate inspection and supply of copies required thereunder.
Section 172. Penalty provides :
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 fifiy 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:
An inquiry was conducted on the affairs of the Company under Section 206(4) of the Companies Act, 2013 by an Officer authorized by the Central Government wherein the observations of the Inquiry Officer are as follows:
Inquiry Officer has directed the company to submit the following:
1. A copy of register of members with records since incorporation to till date.
2. Furnish the details of fixed assets register with details of all tangible and intangible assets since incorporation to till date.
3. Furnish the details of Register of charges. Along with the register, provide the details of all Charges, in a tabular format, since Incorporation including both satisfied and non- satisfied, along with relevant documents.
4 Furnish a copy of Register MPB-2, MPB-3 pertaining to loans and investments.
5. A copy of MPB-4 of or contracts and arrangements in which directors are interested.
6. Register of directors and KMP’s and their shareholding.
Further, Inquiry officer has reported that, a return containing such particulars and documents as may be prescribed of the directors and key, managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be and within thirty days of any changes taking place. It observed that the company has not maintained such register and did not send the register for inspection as per Section 171 (2) of the Companies Act, 2013. Hence, the company and its officers has contravened the provision of Section 171(2) of the Companies Act, 2013 and liable for penal provisions under Section 172 of the Companies Act, 2013.
Accordingly, on submission of the Inquiry Report by the officer, Regional Director, Ministry of Corporate Affairs, Chennai has directed this office to initiate necessary action against the defaulters of the provisions of the Companies Act, 2013.
After this office has issued Show Cause Notice for Adjudication under Section 89 of the Companies Act vide Notice No. ROC/CHN/082562/S.171(2)/P.22/INQUIRY FOLLOW UP/2022 dated 15.09.2023.
6. Reply of Company and Directors for Adjudication Notice issued:
No reply has been received from the company and its directors.
7. Adjudication Hearing:
Since no reply has been received from the company and its directors for the Adjudication notice, this office had issued Adjudication Hearing Notice to the subject company and Officers in default by fixing the hearing date as 13.02.2024 at 11:30 AM. Pursuant to the hearing notice Mr. M.Senthil Kumar, Chartered Accountant has appeared before the Adjudicating Authority on 13.02.2024 at 11:30 PM on behalf of the company and Vignesh Ravindran and Prabhakar Sujatha. Other director Mr. Manoj Kumar Sahu was absent on the said date. Mr. M.Senthil Kumar, Chartered Accountant has submitted a reply letter of Mr. Vignesh Raveendran on the violations mentioned in the Notice of hearing. Further, this Adjudicating Authority has issued final notice of hearing to Mr. Manoj Kumar Sahu, Director on 23.02.2024 by fixing the hearing on 29.02.2024 at 12:45PM. Shri.M Rathnakumar, PCS has appeared before the Adjudicating Authority on 29.02.2024 on behalf of Mr. Manoj Kumar Sahu and made submission that the offense may be adjudicated.
8. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that the company and its officers in default are liable for penalty as prescribed under Section 171(2) of the Act for non-maintenance of registers as prescribed under Section 171(2) of the Companies Act.
Accordingly, I am inclined to impose a penalty as prescribed under Section 172 of the Companies. Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
| Name of Company/ person on whom penalty imposed | Penalty for default (Rs) | Maximum Limit for penalty (Rs) | Penalty Imposed (Rs) |
| M/s. Hermes I Tickets Private Limited | Rs.3,00,000/- | Rs.3,00,000/- | Rs.3,00,000/- |
| Manojkumar Sahu | Rs.1,00,000/- | Rs.1,00,000/- | Rs.1,00,000/- |
| Vignesh Ravindran | Rs.1,00,000/- | Rs.1,00,000/- | Rs.1,00,000/- |
| Prabhakar Sujatha | Rs.1,00,000/- | 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.3,00,000/- (Rupees Three lakhs) is imposed on the Company and Rs.1,00,000/- (Rupees One lakh) is imposed on each of the Officers in default. Totally Rs. 6,00,000/- (Rupees Six Lakhs) as penalty amount for violation of Section 171(2) of the Companies Act, 2013.
9. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
10. 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) 8c 454(6) of the Act read with Companies (Adjudication of Penalties) Rules, 2014].
11. 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 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, 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
