Inspection of Books of Account and other records of the captioned company was conducted under section 206(5) of the Companies Act, 2013. During the inspection, it was reportedly observed by the Inspecting Officer that the company has not complied with the provisions of section 118(10) r/w Secretarial Standards.
a. The subject company and its officers who have made the default in respect of not taking note of MBP-1 of incoming Independent Directors namely,
(i) Late Dr. Kamlesh Chandra Chakrabarty in the minutes of board meeting which was held on 19.01.2015.
(ii) Justice Gyan Sudha Misra (retired) in the minutes of board meeting which was held on 20.01.2017.
b. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Companies Act, 2013. Hence, the benefit of section 446B would not be applicable on the company.
c. Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the reply submitted by the subject company in response to the notice issued vide No. ROC/D/Adj/2023/Section118/IBHFL/322-329 dated 31.01.2023 and hearing in the matter held on 16.02.2023, hereby impose the penalty on the company and its officers in default under section 118 (11) of the Act, for violation of Clause 7.3.1 of Secretarial Standard (SS-1) issued by the ICSI r/w section 118 (10) of the Companies Act, 2013 of the Companies Act, 2013
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019
Order for Penalty for Violation of Section 118 of the Companies Act, 2013
IN THE MATTER OF
INDIABULLS HOUSING FINANCE LIMITED
(CIN: L65922DL2005PLC136029)
Adjudication in respect of violation of Companies Act, 2013
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.11, dated 24.03.2015 appointed Registrar of Companies, NCT of Delhi & Haryana as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz. INDIABULLS HOUSING FINANCE LIMITED (herein after known as ‘company’) is a registered company with this office under the provisions of the Companies Act, 2013 having its registered office as per MCA21 Registry at address 5th Floor, Building No. 27, KG Marg, Connaught Place, New Delhi, Central Delhi, Delhi, 110001,India. The financial & other details of the subject company for immediately preceding F.Y. as available on MCA-21 portal is stated as under:
| S. No. | Particulars | Details |
| 1. | Paid up capital (Amount in crores)
(As per Master Data) |
Rs. 93.71 |
| 2. | Turnover (F.Y. 2021-22)
a. Revenue from operation (Amount in crores) |
Rs. 7765.39 |
| b. Other Income (Amount in crores) | Rs. 12.31 | |
| 3. | Holding Company | No |
| 4. | 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. Facts about the Case: –
I. That the inspection of Books of Account and other records of the captioned company was conducted under section 206(5) of the Companies Act, 2013. During the inspection, it was reportedly observed by the Inspecting Officer that the company has not complied with the provisions of section 118(10) r/w Secretarial Standards.
II. That Company had filed an application for adjudication vide e-form GNL SRN T43641695 dated 16.09.2021 for violation of Section 118 of the Companies Act, 2013 Act read with Secretarial Standard -1 issued by Institute of Company Secretaries
III. That RD (NR) vide its letter dated 11.01.2022 has directed this office to take action u/s 118 of Companies Act, 2013 against above application of the company.
IV. A show cause notice was issued on 31.01.2023 to company and its applicants and in response to the said SCN, the subject company submitted its reply vide letter dated 03.02.2023. Matter was fixed for hearing on 16.02.2023.
Sh. Gaurav Srivastava, Authorized Representative appeared for hearing on behalf of the Company and all other applicants and he stated as under:
A. That company and concerned officers have willfully moved the application for adjudication of penalty u/s 118 of Companies Act, 2013 r/w para 7.3.1 of Secretarial Standard I. It is the case of the company that the incoming Independent Directors namely late Dr. Kamlesh Chandra Chakrabarty and Justice Gyan Sudha Misra (retired) had duly declared their interest in other entities in MBP-1 before the Board. However, inadvertently those declarations could not be taken note of in the minutes.
B. Further, Sh. Gaurav Srivastava, has additionally submitted that one of the applicants namely, Sh. Sachin Chaudhary, Director was appointed on the board on 21.10.2016, so no penalty be imposed on him for the default in respect of minutes for financial year 2014-2015.
4. The relevant provision of section 118 as on date of default are as under:
Section 118 (Minutes of the proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot)
(10) “Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved as such by the Central Government.”
(11) “If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty- five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousands rupees.”
5. The relevant provision of Secretarial Standard -1 issued by ICSI as on date of default are as under:
Recording of Minutes
(7.3.1) Minutes shall contain a fair and correct summary of the proceedings of the Meeting.
6. Adjudication of penalty: –
a. The subject company and its officers who have made the default in respect of not taking note of MBP-1 of incoming Independent Directors namely,
(i) Late Dr. Kamlesh Chandra Chakrabarty in the minutes of board meeting which was held on 19.01.2015.
(ii) Justice Gyan Sudha Misra (retired) in the minutes of board meeting which was held on 20.01.2017.
b. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Companies Act, 2013. Hence, the benefit of section 446B would not be applicable on the company.
c. Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the reply submitted by the subject company in response to the notice issued vide No. ROC/D/Adj/2023/Section118/IBHFL/322-329 dated 31.01.2023 and hearing in the matter held on 16.02.2023, hereby impose the penalty on the company and its officers in default under section 118 (11) of the Act, for violation of Clause 7.3.1 of Secretarial Standard (SS-1) issued by the ICSI r/w section 118 (10) of the Companies Act, 2013 of the Companies Act, 2013 which are as follows:-
|
Violation |
Penalty imposed on company/ director(s) | Period of default # |
Calculation for penalty amount |
Total penalty imposed u/s 118(11) of the Companies Act, 2013 |
| A | B | C | D | E |
| Para 7.3.1 of Secretarial Standard (SS-1) r/w section 118 (10) of the companies Act, 2013 | INDIABULLS HOUSING FINANCE LIMITED | F.Y 2014-15 & F.Y. 2016-17 | 25,000*2
= 50000 |
50,000
|
| SAMEER GEHLAUT | F.Y 2014-15 & F.Y. 2016-17 | 5,000*2 = 10000 | 10,000 | |
| GAGAN BANGA (MD) | F.Y 2014-15 & F.Y. 2016-17 | 5,000*2 = 10000 | 10,000 | |
| AJIT KUMAR MITTAL
|
F.Y 2014-15 & F.Y. 2016-17 | 5,000*2 = 10000 | 10,000 | |
| ASHWINI OMPRAKASH KUMAR | F.Y 2014-15 &
F.Y. 2016-17 |
5,000*2 =
10000 |
10,000
|
|
| MUKESH KUMAR GARG (CFO) | F.Y 2014-15 & F.Y. 2016-17 | 5,000*2 = 10000 | 10,000 | |
| AMIT KUMAR JAIN (CS) | F.Y 2014-15 & F.Y. 2016-17 | 5,000*2 = 10000 | 10,000 | |
| SACHIN CHAUDHARY | F.Y. 2016-17 | 5,000*1 = 5000 | 5,000 |
# Period of default- for board meeting held on 19.01.2015 financial year is taken as 2014-15 and for board meeting held on 20.01.2017 financial year is taken as 2016-17. 7.
7. Order:
a. Names of party as mentioned in the table above are hereby directed to pay the penalty amount as per column no. ‘E’ therein. In case of parties other than company, such amount is required to be paid out of their own funds.
b. The said amount of penalty through online by using the website mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
c. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website www.mca.gov.in] setting forth the grounds of appeal and shall be accompanied by a certified copy of the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
d. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order.
Place: New Delhi.
Date: 20.02.2023
(Pranay Chaturvedi, ICLS)
(Adjudicating Officer)
Registrar of Companies,
NCT of Delhi & Haryana
Date: 21.02.2023
No. ROC/D/ADJ/Section 118/ IBHFL/828 to 836
