The Registrar of Companies (ROC), Jaipur, acting as an adjudicating officer under Section 454 of the Companies Act, 2013, issued a penalty order against Khimsar Solar Power Private Limited and its ex-directors for non-compliance with Section 134(3)(b). The violation involved incorrect reporting of the first board meeting date in the company’s Board Report for FY 2022-23. A suo-moto adjudication application was filed by the respondents, admitting the error and requesting a minimal penalty. After examining the case, a hearing was conducted on October 23, 2024, where the authorized representative appeared on behalf of the respondents. The adjudicating officer imposed a total penalty of ₹4,00,000, with ₹3,00,000 on the company and ₹50,000 each on the two ex-directors. The penalty must be paid online within 90 days, failing which stricter fines or imprisonment may be imposed under Section 454(8). The order allows the respondents to appeal to the Regional Director, Ahmedabad, within 60 days. Non-compliance with such statutory provisions highlights the importance of accurate reporting in corporate governance.
GOVERNMEN OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES CUM OFFICIAL LIQUDIAOTR,
ATTACHED TO RAJASTHAN HIGH COURT, JAIPUR BENCH AT JAIPUR
CORPORATE BHAWAN, G/6-7, RESIDENCY AREA, CIVIL LINES, JAIPUR- 302001
ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICTION OF PENALTIES) RULES, 2014 AND COMPANIES (ADJUDICATON OF PENALTIES) AMENDEMENT RULES, 2015 FOR THE VIOLATION OF SECTION 134(3)(b) OF COMPANIES ACT, 2013 IN THE MATTER OF: –
01. Khimsar Solar Power Private Limited, Company
D-43, Janpath, Shyam Nagar, Jaipur, Rajasthan- 302019.
02. Shri Deepak Jangid, ex-Director
03 .Shri Shashi Kant, ex-Director
………….. Respondents
Date of hearing – 23.10.2024
Present: –
01. Shri Atma Sah, ROC-Cum-OL, Rajasthan, Jaipur
02. Shri J. R. Meena, AROC-cum-AOL, Rajasthan, Jaipur
03. Shri Gaurav Shah, Practicing Company Secretary and Authorized Representative of the Respondents.
ADJUDICATION ORDER
1. Appointment of Adjudicating Officer: –
WHEREAS the Ministry of Corporate Affairs vide its Gazette Notification No. SO 831 (E) dated 24.03.2015 appointed the Registrar of Companies/undersigned as Adjudicating Officer in exercise of the Power conferred by Section 454 of the Companies Act 2013 read with Companies (Adjudication of Penalties) Rules, 2014. The Registrar of Companies vide the Companies (Amendment) Act, 2019 is entrusted with power to adjudicate penalty as provided under Section 134(8) of Companies Act, 2013.
2. Respondent Company:
WHEREAS Khimsar Solar Power Private Limited (CIN U40100RJ2022PTC083084) is registered with this office under the provisions of Companies Act, 2013 and having its registered office at D-43, Janpath, Shyam Nagar, Jaipur, Rajasthan- 302019.
3. Relevant provisions of the Companies Act, 2013: –
WHEREAS as per the provision of Section 134(3)(b) of the Companies Act, 2013 “There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include- number of meetings of the Board of Directors.”
WEHEREAS as per the provision of Section 134(8) of the Companies Act, 2013 “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.”
4. Facts of the Case:
> That the Respondents have filed a suo-moto adjudication application in e-Form GNL-1 vide SRN F97092720 dated 31.07.2024 for the adjudication of offence committed under section 134(3)(b) of the Companies Act, 2013. Further, the Respondents in its application have stated that the Respondent Company has convened its first Board Meeting on 10.08.2022. However, the same is wrongly mentioned as 30.04.2022 in the Board Report of Financial Year 2022-23 instead of 10.08.2022. Therefore, the Respondents have requested Competent Authority to adjudicate the matter.
>The above application has been examined by this office and accordingly, the date of hearing in the matter was fixed by the Competent Authority on 05.09.2024. However, at the time of hearing, neither appeared on behalf of the Respondents nor the Competent Authority was available with this office.
In view of the above, a new date of hearing was fixed in the matter on 23.10.2024.
>Further, at the time of hearing, Shri Gaurav Shah, Practicing Company Secretary, the authorized representative of the Respondents appeared in the matter and requested Competent Authority to adjudicate the matter by imposing a minimum penalty in the matter.
5. In view of the above facts, the undersigned has reasonable cause to believe that the provision of section 134(3)(b) of the Companies Act, 2013 has not been complied with by the Respondents and therefore liable for penal action under section 134(8) of the Companies Act, 2013. Accordingly, in exercising the power of 454 (3) of the Companies Act, 2013, I inclined to impose a penalty on the Respondents, as under: –
| Nature of default | Relevant section of theCompanies Act, 2013 |
Name of company/ person on whom penalty imposed |
Total Defaulting amount (In Rs) | Maximum Limit for Penalty (In Rs.) |
Final Penalty Imposed in (In Rs.) |
| Date of Board Meeting is wrongly mention ed in the Board Report. | Section
134(3)(b) of |
Khimsar Solar Power Private Limited | 3,00,000/- | 3,00,000/- | 3,00,000/- |
| Shri Deepak Jangid | 50,000/- | 50,000/- | 50,000/- | ||
| Shri Shashi Kant | 50,000/- | 50,000/- | 50,000/- | ||
| Grant Total | 4,00,000/- | ||||
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Respondent Company and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/ income. The said amount of penalty shall be paid through online by using the website www.mca.gov.in (Misc. head) in favour of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, within 90 days of receipt of this order, and the same may be intimated to this office with proof of penalty paid.
6. Attention is also invited to section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, 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 and officer in default 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 both.
7. Appeal against this order may be filed in writing with the Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad within a period of sixty days from the date of receipt of this order, in e-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 Companies Act, 2013 read with Companies (Adjudicating of Penalties) Rules, 2014).
8. in terms of the provisions of sub-Rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to the following: –
l. Khimsar Solar Power Private Limited at D-43, Janpath, Shyam Nagar, Jaipur, Rajasthan- 302019.
ll. Shri Deepak Jangid
Ill. Shri Shashi Kant
IV. Regional Director, NWR, Ministry of Corporate Affairs, Ahmedabad at ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat-380 013.
The application is disposed off with this order.
Signed on this 06th November 2024. Place: Jaipur, Rajasthan.
File No. ROCJP/Adj./Sec. 134/2024-25/1495
Date: 08/11/2024
