The Registrar of Companies, Karnataka, has issued an adjudication order imposing penalties on Stanley OEM Sofas Limited and its directors for violating Section 101 of the Companies Act, 2013. This section mandates that a general meeting of a company must be called with a clear notice of not less than twenty-one days, unless consent for a shorter notice is obtained from a significant percentage of members. The penalties, totaling ₹40,000, were imposed under Section 454 of the Companies Act, 2013, read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, and specifically Section 450, which deals with penalties for contraventions where no specific penalty is otherwise provided.
The violation came to light during an inquiry initiated under Section 206(4) read with Section 208 of the Act. It was reported that the statutory auditor submitted the audit report for the financial year 2019-2020 on December 29, 2020. Crucially, both a general meeting and the Annual General Meeting (AGM) for approving the financial statements for the same year were also convened on December 29, 2020. This simultaneous scheduling raised questions about the company’s compliance with the notice period requirements of Section 101. The inquiry sought supporting documents, including notices sent to shareholders, directors, and auditors, as well as Board minutes authorizing representation at the AGM.
Following a notice issued to the company and its directors on June 10, 2022, and an examination of their reply, the inquiry confirmed the violation. An adjudication notice was subsequently issued on March 15, 2024, leading to a physical hearing on March 6, 2025. During the hearing, representatives for Stanley OEM Sofas Limited and its officers-in-default made submissions. The Adjudicating Officer determined that since Stanley OEM Sofas Limited is a public limited company, it does not qualify as a “small company” under Section 2(85) of the Companies Act, 2013, thereby making the provisions for imposing lesser penalties under Section 446B of the Act inapplicable. Consequently, a penalty of ₹10,000 each was imposed on the company and its three directors: Shubha Suma, Sunil Suresh, and Ananthakrishnan Vowarmith, for the default period of 2019-2020. The company and its directors are required to pay the penalty within 90 days of receiving the order and file Form INC-28 as proof of payment. Non-compliance could lead to further penal action under Section 454(8) of the Companies Act, 2013.
Government of India
Ministry of Corporate Affairs
Registrar of Companies, Karnataka
Kendrlya Soden, Floor, ‘E’ Wing
Koramangala, Erengaluni – 560 034
080-25537449/25633105
E-mail ID : roc.bangalore@mca.gov.in
F. No. ROCB/Adj.454-101/Stanley OEM Sofas / Co. No. 084973/2025 /6690 to 6693
Dated: 25.03.2025
ORDER OF ADJUDICATION OF PENALTY IN RESPECT OF STANLEY OEM SOFAS LIMITED UNDER SECTION 454 OF COMPANIES ACT 2013, READ WITH RULE 3 OF THE COMPANITES (ADJUDICATION OF PENALITES) RULES 2014 FOR VIOLATION OF PROVISIONS OF SECTION 101 OF THE COMPANIES ACT, 2013 READ WITH RULES (AS AMENDED FROM TIME TO TIME)
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/11212014-MA dated 24.032015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter referred to as Act) read with Companies (Adjudication of Penalties) Rules. 2014 for adjudging penalties under the provisions of Companies Act, 2013.
2 The company, Stanley OEM Sofas Limited (hereinafter referred to as Company) having CIN U749001CA2015PLC084973 was incorporated on 30.12.2015 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office is situated at Plot No. 52, 66 & 67, Bommasandara Agouti link road, hoard Ind Area, Anekal Taluk, Bangalore, Bangalore, Komotoko-562106.
3. As per the provisions of section 101(1) of the Act, a general meeting of a company may be called by giving not less than clear (twenty-one days) notice either in writing or through electronic mode in such manner as may be prescribed:
Provided that a general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in writing or by electronic mode, is accorded thereto—
(i) in the case of an annual general meeting, by not less than ninety-five per cent of the members entitled to vote thereat; and
(ii) in the case of any other general meeting, by members of the company—
a. holding, if the company has a share capital, majority in number of members entitled to vote and who represent not less than ninety-five per of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or
b. having, if the company has no share capital, not less than ninty-five per cent of the total voting power exercisable at that meeting:
Provided further that where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purposes of this sub section in respect of the former resolution or resolutions and not in respect of the latter.
4. During th course of inquiry under section 206(4) r/w Sec 208 of the Act, it was reported that the statutory auditor has certified and submitted the Audit Report on 29.12.2020 for the year 2019, 2020, Meeting was convened on the same day on 29/12/2020 and the AGM was also convened on the same day on 29/12/2020 for approval of financial statements for the year 2019-2020. In this connection, please state how the company has complied with the requirements of sec 101 and rules made thereon with supporting documents like notice sent to the shareholders, directors, auditor the company including Board minutes of Stanley Lifestyles limited to authorize Mr. Sunil Suresh to attend the AGM dated 29/12/2020.
5. A reasonable opportunity was given to company and its directors vide notice under section 206(S) of the Companies Act, 2013 vide letter No ROCB/ROC(CVS/Inquiry/Co.No.044090/2022/2917 to 2922 dated 10.06.2022. The company’s reply dated 30.06.2022 was examined by the 10 and the Inquiry has identified violation and the same was accepted by the Competent Authority directing ROC to initiate necessary penal actions.
6. As per section 450 of the Act, if a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every offcer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first dining which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.
7. Accordingly, adjudication notice vide ROC8/5.101/AROC(NH)100065619/2024/1675 to1678 dated 15-03-2024 was issued to Company and its Directors. The company filed its Adjudication Application on 23.12.2024.
8. Thereafter, adjudication hearing notice was issued to the company on 25.02.2025 and physical hearing was held on 06.03.2025. Mr.Vamisikrishna.K & MrVinu Thomas, Practising Company Secretaries appeared on behalf of Company and Officers-in-Default and made their submissions before the adjudicating authority.
9. As the company is a public limited company, it does not fall under the definition of a small company as per the provisions of section 2(85) of the Companies Act 2013, the provisions of imposing lesser penalty as per the section 4468 of the Act shall not be applicable in this case.
10. Therefore, having considered the facts and circumstances of the case and the submissions made by the company / director / key managerial personnel through their authorised representative. I do hereby impose penalty in the following manner for the period of default committed under section 450 of the Act.
| S. No. | Particulars | Period of Default | Penalty Imposed (In Rs.) |
| 2019-20 | |||
| 1 | Company | 10.000 | 10000 |
| 2 | Shubha Sum& Director | 10.000 | 10.000 |
| 3 | Sunil Suresh, Director | 10,000 | 10,000 |
| 4 | Ananthakrishnan Vowarmith, Director |
10.000 | 10.000 |
| Total | 40,000 |
11. The company and its directors / key managerial personnel are hereby directed to pay the penalty amount as tabulated above within 90 days from the date of receipt of this Order and file Form INC-28 attaching a copy of the Order and payment challans. In case of directors, such penalty amount is required to be paid out of their own funds. The noticee shall pay the said amount of penalty online by using the website mca.gov.in (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.
12. Appeal, if any, against this Order may be filed with the Regional Director (South East Region), Hyderabad within a period of 60 days from the date of receipt of this Order In Form AD1 setting forth the grounds of appeal and shall be accompanied by a certified copy of this Order.
13, Your attention is also invited to section 454(8) of the Companies Act. 2013 in case of non-compliance of this Order wherein necessary penal action will be initiated under 45448W) and hi) of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter.
14. The company is required to serve a copy of this Order on the director(s)/ offers(s)-in- default mentioned above in terms of provisions of section 20 of the Companies Act, 2013.
(Sanjay Sood)
Registrar of Companies, Karnataka
and Adjudicating Officer
