Ministry of Corporate Affairs (MCA) recently imposed a penalty of Rs. 5 lakh on Tritium Infrastructure Private Limited and its directors, Shri Akshat Gupta and Shri Pulkit Maheshwari, for failing to file Form DIR-12 regarding the resignation of director Shri Himanshu Jaiswal. This penalty was imposed under Section 454 of the Companies Act, 2013, for violations of Section 168(1) of the Companies Act, 2013, read with Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The case originated from a complaint by Shri Himanshu Jaiswal, the ex-director of Tritium Infrastructure Private Limited, who resigned from his position on 18th March 2021. He alleged that despite informing the company of his resignation through a letter dated 18th March 2021, they failed to file the necessary Form DIR-12 with the Registrar of Companies (ROC). The ROC received the complaint on 12th July 2023.
Upon investigation, it was found that Tritium Infrastructure Private Limited had indeed failed to file the Form DIR-12 by the required deadline of 17th April 2021. Despite receiving a show-cause notice on 18th October 2023 and an adjudication notice on 20th March 2024, the respondents did not respond or appear for the hearing scheduled for 15th April 2024.
Based on the available facts and the non-compliance of Section 168(1) of the Companies Act, 2013, and Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the adjudicating officer concluded that a penalty was warranted under Section 172 of the Companies Act, 2013. The penalty was calculated based on the number of defaulting days, resulting in a total penalty of Rs. 5,97,000 for Tritium Infrastructure Private Limited and Rs. 5,97,000 each for Shri Akshat Gupta and Shri Pulkit Maheshwari.
The total penalty imposed amounted to Rs. 15,00,000. The adjudicating officer deemed this penalty commensurate with the severity of the violations. It was further directed that the penalty be paid through the Ministry of Corporate Affairs portal, as per the rules.
The order also provided information regarding the appeal process. The respondents had the option to file an appeal within sixty days from the date of receiving the order, accompanied by a certified copy of the order and setting forth the grounds of appeal. Failure to pay the penalty within the specified period could result in further fines or imprisonment, as outlined in the Companies Act, 2013.
Government of India
Ministry of Corporate Affairs
Office of Registrar of Companies cum Official Liquidator
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 (Adjudication of Penalties) Rules, 2014 and Companies (Adjudication of Penalties Amendment Rules, 2015) for the Violation of Section 168(1) Read With Rule 15 of the Companies (Appointment and Qualification of Directors), Rules, 2014 in the Matter of: –
01.Tritium Infrastructure Private Limited, Company
02. Shri Akshat Gupta, Director
03. Shri Pulkit Maheshwari, Director
…….. Respondents
Date of hearing — 15.04.2024
Present: –
01. Shri Ruvit Kumar, ROC-Cum-OL, Rajasthan, Jaipur
02. Shri Raunak Agrawal, AROC-cum-AOL, Rajasthan, Jaipur
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 172 of the Companies Act, 2013.
2. Respondent Company:
WHEREAS Tritium Infrastructure Private Limited (U14200RJ2021PTC073522) is registered with this office under the provisions of Companies Act, 2013 and having its registered office at F 204, Akshat Nilay Apartment, Hawa Sadak, Geejgarh Vihar, Civil Lines, Jaipur, Rajasthan -302006.
Relevant provisions of the Companies Act, 2013: –
WHEREAS as per the provision of 168(1) of the Companies Act,2013, “A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of Directors laid in the immediately following general meeting by the company:
[Provided that a [director may also forward] a copy of his resignation along with detailed reasons for the resignation to the Registrar within thirty days of resignation in such manner as may be prescribed.]”
WHEREAS as per the provision of Rule 15 of the Companies (Appointment and Qualification of Directors ) Rules,2014 ” The company shall within thirty days from the date of receipt of notice of resignation from director, intimate the Registrar in Form DIR-12 and post the information on its website , if any.”
WHEREAS as per provision of section 172 of the Companies Act, 2013 “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.”
3. Facts of the Case:
> That this office has received a complaint dated 12.07.2023 from Shri Himanshu Jaiswal, ex-Director (DIN-08709860) of the respondent company wherein he has stated that he has resigned from the directorship in the respondent company w.e.f. 18.03.2021. He has further stated that he has intimated the same to the respondent company also vide letter dated 18.03.2021. However, the respondent
company has not filed e-Form DIR-12 in this regard. The matter has been examined by this office and observed that e-Form DIR-12 was required to file with the Registrar on or before 17.04.2021. However, the respondent company has failed to file the same Therefore, the respondent company has violated the provision of section 168(1) of the Companies Act, 2013.
In this regard, this office has issued Show Cause Notice vide letter No. ROC-JPR/Complaint/100086555/1111-13 dated 18.10.2023 to the respondents,
however, no reply/communication has been received so far in the matter.
> Further, this office has issued an Adjudication Notice dated 20.03.2024 to the respondents and also fixed a date of hearing in the matter on 15.04.2024.
> Further, at the time of date of the hearing on 15.04.2024, no one appeared on behalf of the respondents, therefore the matter was decided on available facts.
4. In view of the above, the undersigned has reasonable cause to believe that the provision of section 168(1) of the Companies Act, 2013 and Rule 15 of the Companies (Appointment and Qualification of Directors ) Rules,2014 have not been complied with by respondents and therefore liable for penal action under section 172 of the Companies Act, 2013. Accordingly, in exercise the power of 454 (3) of the Companies Act, 2013, I inclined to impose a penalty on the company and its directors, as under-
Nature of default |
Violations
|
Name of persons on whom penalty imposed |
Number of defaulting days |
Total defaulting amount (In Rs.) |
Maximum Limit for Penalty (In Rs.) |
Final Penalty Imposed (In Rs.) |
Non filing of e-Form DIR-12 w.r.t. resignation of director namely
|
Section 168 (1) of the Companies Act, 2013 and Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014. |
Tritium Infrastructure Private Limited |
1094 |
50,000/-+1094*500/-= 5,97,000/- |
3,00,000/- |
3,00,000/- |
Shri Akshat Gupta |
1094 |
50,000/-+1094*500/-= 5,97,000/- |
1,00,000/- |
1,00,000/- |
||
Shri Pulkit Maheshwari |
1094 |
50,000/- +1094*500/-= 5,97,000/- |
1,00,000/- |
1,00,000/- |
||
Grand Total |
15,00,000/- |
|||||
That the number of days calculated from 17.04.2021 to date of hearing i.e. 15.04.2024. |
||||||
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the respondents and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/ income. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.
5. 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 AM (available on Ministry website www.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).
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.
I. 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: –
II. Tritium Infrastructure Private Limited at F 204, Akshat Nilay Apartment, Hawa Sadak, Geejgarh Vihar, Civil Lines, Jaipur, Rajasthan -302006.
III. Shri Akshat Gupta at _______.
IV. Shri Pulkit Maheshwari at _______.
V. 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 adjudication notice stands disposed off with this order.
(RUVIT KUMAR)
ROC-cum-OL & Adjudicating officer,
Rajasthan, Jaipur
Signed on this__________ May 2024.
Place: Jaipur, Rajasthan.
File. No. ROC-JP/Compliant/100086555/967 to 972 Dated: 21/05/2024
