The applicant company and its officers, who have defaulted the provisions of section 203(1) r/w 203(4) of the Act for non-appointment of Whole- Time Company Secretary are liable for penalties under section 203(5) of the Act w.e.f. 07th February 2021 to till date, as the last CS has vacated the office on 07th August 2020.
In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 203(1) of the Act:-
| No. of days of default | Penalty imposed on company/director(s) | First default (In Rs) | Default continues (In Rs) | Total/maximum penalty (In Rs) |
| 607 | I2IT Private Limited | 500000/- | 500000/- | 500000/- |
| 607 | Aruna Mukesh Katara |
50000/- | 1000*607 | 500000/- |
Government of India
Ministry Of Corporate Affairs
Office of the Registrar of Companies, Bihar-Cum-Official Liquidator, High Court, Patna
4th Floor, ‘A’ Wing, Maurya Lok Complex
Dakbunglow Road, Patna-800001
RoCP/ADJ/order/203/22-23/12IT | 1535 to 1538
Date : 09 NOV2022
ADJUDICATION ORDER
*****
Adjudication Order of penalties in the matter of I2IT Private
Limited (U30009MH1991PTC064182) under Section 454(3) of the
Companies Act, 2013
Please Read:
- Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
- Provisions of Subsection (1) and (4) of Section 203 of the Companies Act, 2013
- Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
- Gazette Notification of Ministry of Corporate Affairs vide No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
- Companies (Amendment) Act, 2019.
- General Circular No. 1/2020 dated 02.03.2020
In respect of:
I2IT Private Limited (U30009MH1991PTC064182) having its registered office as per MCA21 Registry at address “PLOT NO. P-14/ 1, RAJIV GANDHI INFOTECH PARK, MIDC PHASE-1, HINJAWADI, PUNE Maharashtra, 411057, India.”. and its directors/ KMPs.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A42011/ 112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Rule 3(1) of Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act. The undersigned vide Companies (Amendment) Act, 2019 is entrusted to adjudicate penalties under section 203 of the Companies ACT, 2013 with effect from 02.11.2018.
2. Company:
I2IT PRIVATE LIMITED (U30009MH1991PTC064182) (herein after referred as Company) is a registered company with this office under the provisions of section 3(1)(iii) of the Companies Act, 1956 having its registered office as per MCA21 Registry at address “address “PLOT NO. P-14/ I, RAJIV GANDHI INFOTECH PARK, MIDC PHASE-I, HINJAWADI, PUNE Maharashtra, 411057, India.”
3. Facts about the Case:
a) In terms provisions of section 203 (1) Companies Act, 2013 r/w Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, “every private company which has a paid-up share capital of ten core rupees or more shall have a whole-time company secretary”;
b) In terms of the provisions of section 203(4) of the Act, if the office of any Whole-Time Key Managerial Personnel is vacated, the resulting vacancy shall be filled-up by the Board within a period of six months from the date of such vacancy ; in the instant case the company has not appointed the Company secretary since 07.02.2021 to till date despite the last appointed Company Secretary vacating the office on 07.08.2020.;
c) Accordingly, the adjudication officer has issued adjudication notice vide ROCP/ADJ/203/22-23/ 1355-1358 dated 07.10.2022 (herein after referred as Adjudication Notice) under Section 454(4) read with 203 of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2019, vide notice no. ROCP/ADJ/203/22-23/ 1355-1358 dated 07.10.2022 to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a & b” above;
d) A reply to the Adjudication notice has been received on 18.10.2022 from the company stating that in view of non-commencement of commercial business at large scale, there is no major work in the Secretarial department in the present circumstances. The company is not carrying on any major business activities and there are limited revenue streams. The company has been operative and continuously struggling to manage its revenue and carry on its business activities. The operational income for over the last 8 year has been barely able to meet ends in clearing the dues for the regular utility Services and other statutory payments from the limited sources of revenues being generated from the partially let-out space/s of the company property.
e) Further it is stated that the company continues to battle for survival and in making all possible and reasonable efforts for generating fixed income means to stabilize the business activities of the company as well as the fulfilment of the compliances in all respects. The company and its Board of Directors are keen to comply with the provisions of the Companies Act,2013 to appoint a whole time Company secretary and are making sincere attempts to fulfil this requirement on priority.
f) Furthermore, under section 454(4) of the Act read with Rule 3(2) of the Companies (Adjudication Of Penalties) Rules, 2014, Noticee(s) were given an opportunity to submit a reply by issuing an Adjudication Notice vide ROCP/ADJ/203/22-23/1355-1358 dated 07.10.2022 herein after referred as Adjudication Notice) to why the penalty should not be imposed under the provisions of 203(5) of the Act against the Company and its officers in default for the above stated violations.
4. Relevant provisions of the Companies Act, 2013:
Section 203(1) of the Act provides that every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,
1. managing director, or Chief Executive Officer or manager
2. and in their absence, a whole-time director;
3. company secretary;
4. and Chief Financial Officer:
Provided that an individual shall not be appointed or reappointed as the chairperson of the company, in pursuance of the articles of the company, as well as the managing director or Chief Executive Officer of the company at the same time after the date of commencement of this Act unless —
(a) the articles of such a company provide otherwise; or
(b) the company does not carry multiple businesses:
Provided further that nothing contained in the first proviso shall apply to such class of companies engaged in multiple businesses, and which has appointed one or more Chief Executive Officers for each such business as may be notified by the Central Government.
Section 203(4) of the Act provides that if the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be filled up by the Board at a meeting of the Board within a period of six months from the date of such vacancy.
Section 203(5) of the Act provides inter alia that if any company makes any default in complying with the provisions of section 203, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.
5. ORDER:
a. The applicant company and its officers, who have defaulted the provisions of section 203(1) r/w 203(4) of the Act for non-appointment of Whole- Time Company Secretary are liable for penalties under section 203(5) of the Act w.e.f. 07th February 2021 to till date, as the last CS has vacated the office on 07th August 2020.
b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 203(1) of the Act:-
| No. of days of default | Penalty imposed on company/director(s) | First default (In Rs) | Default continues (In Rs) | Total/maximum penalty (In Rs) |
| 607 | I2IT Private Limited | 500000/- | 500000/- | 500000/- |
| 607 | Aruna Mukesh Katara |
50000/- | 1000*607 | 500000/- |
c. I am of the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
d. The Notice(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.
e. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs 100, Everest, 5th Floor, Netaji Subhash Road,
Marine Drive, Mumbai-400002, 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 Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.
f. Your attention is also invited to section 454(8)(ii) of the Act regarding consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.
g. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to I2IT PRIVATE LIMITED and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.
(Mangesh J dhav, ILLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
To,
1. I2IT PRIVATE LIMITED
PLOT NO. P-14/1, RAJIV GANDHI INFOTECH
PARK, MIDC PHASE-1, HINJAWADI, PUNE
Maharashtra, 411057, India.
(By Registered Post and at the e-mail address of the company with the request to serve a copy or order on all the directors of the company).
2. ARUNA MUKESH KATARA
339, SIND CO-OP HSG SOCIETY,ROAD NO-3,
GANESHKHIND ROAD, AUNDH,PUNE,411007,
Maharashtra, India
Copy for information and records to:
> The Regional Director
Ministry of Corporate Affairs,
100, Everest, 5th Floor,
Netaji Subhash Road,
Marine Drive, Mumbai-400002
> Director, Legal, Ministry of Corporate Affairs, in compliance to Rule 3(9) of Companies (Adjudication of Penalties) Rules, 2014.
> Office copy.
> E-mail to content Manager for publication on Ministry’s website.
