F. No:9/81/ADJ/SEC. 203/2013/ANDHRA PRADESH /RD(SER)/2022/5602
BEFORE THE REGIONAL DIRECTOR, SOUTH EAST REGION
MINISTRY OF CORPORATE AFFAIRS, HYDERABAD
IN THE MATTER OF COMPANIES ACT, 2013
IN THE MATTER OF SIBAR MEDIA AND ENTERTAINMENT LIMITED
1. M/s. Sibar Media And Entertainment Limited
2. Balasubramanian Krishnan,
3. Srinivas Kishtarapu,
4. Ravi Karnati
Appellants
Date of hearing : 18.11.2022
Present : Mr. S. Vikas Reddy, Practicing Company Secretary
ORDER
This is an appeal filed under section 454(5) of the Companies Act, 2013 by the above appellants in e-form ADJ vide SRN F230638654 dated 17.10.2022 against the adjudication order No. ROC(V)/ADJ 454/Sec.203(5)/SMEL/2022/1287 dated 18.08.2022 under section 454 passed by the Registrar of Companies, Andhra Pradesh for default in compliance with the requirements of Section 203 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
2. Registrar of Companies in his order of adjudication has stated that the company has failed to appoint Whole Time Company Secretary since the applicable provisions of the Act came into force on 02.11.2018 to till date despite paid up capital has exceeded the prescribed limit as stated in the provisions of Section 203(1) of the Companies Act, 2013. Hearing was held before Registrar of Companies on 18.08.2022 and after hearing to the authorised representative, Registrar of Companies had levied a penalty of Rs.5.00 Lakhs on Company and Rs.50,000/- each on Mr. Balasubramanian Krishnan, Mr. Ravi Karnati, Directors and Mr. Srinivas Kishtarapu, Additional Director.
3. Appellants in the present appeal has stated that the Company has made all reasonable efforts to appoint Whole Time Company Secretary, whereas no one has shown interest as the Company incurred losses and delisted from Stock Exchange. Further, the company is situated in the newly formed State of Andhra Pradesh which is also another factor for the reluctance of candidates for the appoint of Whole Time Company Secretary.
4. An opportunity of being heard was given to the Appellants/authorized representative on 18.11.2022. The authorized representative Mr. S. Vikas Reddy, Practicing Company Secretary appeared on behalf of the appellants and reiterated the submissions made in the appeal and also stated that the company is not doing any business activity for the last six years and as observed from the Profit & Loss Account of the Company for the period ending 31.03.2022 & 31.03.2021 is zero. Further submitted that the Company Managing Director Mr. Anil Koneru expired due to Covid-19 in the year 2021. Company is not having any business and not in a position to appoint a Company Secretary as he/she will have no job to perform. Considering Registrar of Companies insistence, Company has appointed Ms. Shipra Kamra, Whole Time Company Secretary with effect from 21.09.2022 and requested this Directorate to reduce the quantum of penalty as levied by Registrar of Companies.
5. Though there is a default committed, there is a ground in interfering with the impugned adjudication order of Registrar of Companies and taking into consideration the above facts the order passed by the Registrar of Companies is set aside and he is directed to consider all aspects before passing an order of penalty and the matter is returned back to Registrar of Companies for taking necessary suitable action in the context as stated above. Accordingly, adjudication passed by Registrar of Companies dated 18.08.2022 is disposed off.
6. The Appellant Company is directed to file a copy of this order with Registrar of Companies, in Form INC-28 within 30 days.
Issued under my hand and seal on this the 30th day of December 2022.
(B. MOHANTY)
REGIONAL DIRECTOR(SER)
HYDERABAD
Copy for information and necessary action to:
1. Sibar Media And Entertainment Limited,
VMC Sibar Disnee Land, Ajit Singh Nagar,
Vijayawada, Srikakulam,
Andhra Pradesh 520 015.
2. Registrar of Companies, Ministry of Corporate Affairs, Andhra Pradesh, Vijayawada.
3. The Joint Secretary, E-Governance Cell, Ministry of Corporate Affairs, New Delhi.
