GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES
TAMILNADU – COIMBATORE
No.7 A G T BUSINESS PARK, PHASE II, 1ST FLOOR,
PEELAMEDU, COIMBATORE – 641014
Phone – 0422 2628170, 2629640 Fax – 0422 2628089
Ref: ROC/CBE/A.0./10A/9881/2022 Date: 10.10.2022
Order for Penalty under Section 454 for violation of Section 134 of the Companies Act, 2013 read with the Companies (Adjudication of Penalties) Rules, 2014
IN THE MATTER OF M/s. HYDRO PROKAV PUMPS INDIA PRIVATE LIMITED
Appointment of Adjudicating Officer:
1. Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II dated 24.3.2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by Section 454 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.
1. Whereas Company M/s. HYDRO PROKAV PUMPS INDIA PRIVATE LIMITED (hereinafter Known as Company) is a company registered with this office under the provisions of Companies Act, 2013 having its registered address at Door No.1/18, 1/18-1, Palladam Main Road, Othakkalmandapam, Coimbatore-641 032.
Facts of the case:
2. The company and its directors have filed suo-moto application in this office on 29.07.2022 for adjudication of the penalty for violation of section 134 of the Companies Act, 2013.
3. The undersigned in exercise of power conferred under sub section 4 of section 454 of the Companies Act, 2013 with a view to give a reasonable opportunity of being heard before imposing any penalty, fixed the date of hearing on 07/09/2022 at 11.30 AM to adjudicate the penalty for violation of provision of section 134 of the Companies Act, 2013.
4. Board of Directors of the Company vide their resolution dated 10/06/2022 authorized Mr. P. Eswaramoorthy, Practicing Company Secretary to act as authorized representative of the company before the Registrar of Companies, Coimbatore, to carry out the formalities for the Adjudication of Penalties under Section 454 of the Companies Act, 2013.
5. During the hearing on 07/09/2022, Mr. P.Eswaramoorthy, Practicing Company Secretary and authorized representative of the Respondent made submissions that the Company in all innocence had filed Director’s Reports for the Financial years 2016-17, 2017-18, 2018-19, 2019-20 and 2020-2021 without adhering to the disclosure requirements by not annexing any notes to or forming part of such financial statements.
Provisions of the Companies Act, 2013
6. Sub-Section (1) of Section 134 of the Act provides that the financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorized by the Board or by two directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon.
7. Sub-section (2) provides that the auditors’ report shall be attached to every financial statement.
8. Sub-section (7) provides that a signed copy of every financial statement including consolidated financial statement, if any, shall be issued, circulated or published along with a copy of each of –
a) Any notes annexed to or forming part of such financial statement;
b) the auditor’s report; and
c) The Board’s rep [ort referred to in sub-section (3).
9. Sub-section (8) provides that if a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
10. Having considered the facts and circumstances of the case and the submissions made by the authorized representative of the Respondent, the Adjudicating officer do hereby impose penalty on Company and its director as per Table below for violation of Section 134 of the Companies Act, 2013. The penalties imposed as under should be paid by the Respondents as per Law and submit the copies of Challan to this office. The company should file the INC 28 with attachment of this order and copy of aforesaid Challan.
|S.No||Name of the Respondents||Amount(In Rupees)|
|1.||M/s Hydro Prokav Pumps India Private Limited||3,00,000|
|2.||Shri Kuttan Thekkinath Sivasankaran||50,000|
|3.||Shri Kadandale Srinivas Bhat||50,000|
|4.||Shri Srinivasa Varadhachari Giri||50,000|
12. The company and its directors are hereby directed to rectify the defect immediately on receipt of copy of this order.
13. The penalty imposed shall be paid through the Ministry of Corporate Affairs portal only.
14. Appeal, if any against this order may be filed in writing with the Regional Director, Southern Region, Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26, Haddows Road, Chennai-600 006 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 Companies Act, 2013 read with the Companies (Adjudicating Of Penalties) Rules, 2014).
15. Your attention is also invited to Section 454(8) of the Act regarding consequences of non-payment of penalty.
16. In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, a copy of this order is being sent to Company M/s. Hydro Prokav Pumps India Private Limited and its directors.
1. Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai.
2. Deputy Director, Legal Section, Ministry of Corporate Affairs, 5th Floor, ‘A’ Wing, Shastri Bhawan, Dr.R.P.Road, New Delhi-110001.
3. E Governance Cell, Ministry of Corporate Affairs, Shastri Bhawan, 5th Floor, ‘A’ Wing, Dr.R.P.Road, New Delhi-110001.
(C.S. GO INDARAJAN)
REGISTRAR OF COMPANIES