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On August 29, 2024, the Registrar of Companies, Hyderabad issued an adjudication order under Section 203(1) of the Companies Act, 2013 regarding M/s Mahatamil Mining and Thermal Energy Limited. The order addressed the company’s failure to appoint required Key Managerial Personnel (KMP) including a Company Secretary, Chief Financial Officer (CFO), and Managing Director/Whole Time Director during specific periods. The company was found in violation for not fulfilling these appointments from 2014 to 2023, leading to a substantial penalty. The adjudicating officer reviewed the company’s arguments that the non-compliance was due to circumstances such as the Covid-19 pandemic, financial losses, and delays in finding suitable candidates. The officer considered these factors but ultimately imposed the maximum penalties prescribed under Section 203(5) for the non-appointment of the Company Secretary and other key positions. The total penalty amounted to ₹15,00,000 for the company, with individual penalties for defaulting officers calculated based on the duration of non-compliance and the prescribed rates. The order highlights the importance of adhering to statutory requirements for key managerial appointments and sets a precedent for future cases of similar non-compliance.

OFFICE OF THE REGISTRAR OF COMPANIES, TELANGANA, HYDERABAD
2ND FLOOR, CORPORATE BHAWAN, BANDLAGUDA, NAGOLE, HYDERABAD – 500 068

F.NO.ROC/HYD/MAHATAMIL/ADJ/S.203/2024-25/1271-1282 DATE: 29.08.2024

ADJUDICATION ORDER UNDER SECTION 203(1) OF THE COMPANIES ACT, 2013  IN THE MATTER OF M/S. MAHATAMIL MINING AND THERMAL ENERGY LIMITED

1. Appointment of Adjudicating Officer: –

The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/20I4-Ad. II, dated 24.03.2015 has appointed Registrar of Companies, Hyderabad as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

2. Company:

Whereas the company viz M/s. MAHATAMIL MINING AND THERMAL ENERGY LIMITED with CIN U10200TS2010PLC179686 (herein after referred as ‘company’ or ‘subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at Plot No.7, Bindu Sadan, 401, Sai Chandra Residency Opp: Green Space Tulasi, Puppalaguda, Manikonda, Hyderabad ­500089, Telangana, India. The financial & other details of the subject company as available on MCA-21 portal is stated as under:

S.No. Particulars Details as on F.Y. 2022-23
1. Paid up Capital Rs. 90,59,26,780/-
2. a. Turnover for the period 0
b. Networth Rs. -25,26,00,000
3. Whether it is a Holding Company NO
4. Whether it is a Subsidiary Company YES
5. Whether company registered under Section 8 of the Act? NO
6. Whether company is a small company? NO
7. Whether company registered under any other special Act? NO

3. Section and Penal Provision as per Companies Act, 2013

Section 203. Appointment of Key Managerial Personnel.:

(1) Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel, —

(i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director.

(ii) company secretary; and

(iii) Chief Financial Officer:

Section 203. Appointment of Key Managerial Personnel

(5) If any company makes any default in complying with the provisions of this section, 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

4. Facts of the case:

The company has filed Amalgamation application under section 230-232 of the Companies Act, 2013 between the following companies:

1. Mahatamil Mining and Thermal Energy Limited (Transferor Company 1)

2. Dikon Infratech Private Limited (Transferor Company 2)

3. Tethys Properties Private Limited (Transferor Company 3)

4. Belinda Properties Private Limited (Transferor Company 4)

5. Mirach Power Limited (Transferor Company 5)

6. National Energy Trading and Services Limited (Transferee Company)

During the examination of the records of the company for the preparation of report on the scheme of amalgamation to the Regional Directorate (SER), this office has observed that the Company (Transferor Company 1) has not appointed whole time Key Managerial Personnel as required under Section 203(1) of the Companies Act 2013 r/w Rule 8A of the Companies (Appointment and Remuneration) Rules 2014 for the following timelines:

a. Company Secretary from 17.12.2014 to 28.01.2015 and 05.01.2018 to 10.12.2023

b. Whole time Director/Managing Director/ CEO 02.10.2014 to 31.07.2015 and 13.03.2018 to 23.01.2020

c. Chief Financial Officer from 02.10.2014 to 28.01.2015, 01.07.2018 to 11.03.2021 and 11.05.2023 to till date.

Therefore, the Company and its officers have violated the provisions of Sec 203 (1) of the Companies Act 2013 and liable for penal action u/s 203(5) of the Companies Act 2013. After that the Adjudicating Authority has issued Adjudication Notice to the company and its directors vide:

(i) Notice No. ROCH/179686(MMTEL-203)/2024/SCN/ 457 to 462 dated 27.05.2024 for Appointment of Company Secretary.

(ii) Notice No. ROCH/179686(MMTEL-203)/2024/SCN/ 463 to 468 dated 29.05.2024 for Appointment of Chief Financial Officer.

(iii) Notice No. ROCH/179686(MMTEL-203)/2024/SCN/ 477 to 482 dated 29.05.2024 for Appointment of Whole-time director/Managing Director/ CEO.

Thereafter, company has filed the instant adjudication application on 09.08.2024 received in this office on 12.08.2024, along with its officers in default u/s 203(5) for adjudication of violation of section 203(1) of the Companies Act 2013 r/w Rule 8A of the Companies (Appointment and Remuneration) Rules 2014 r/w section 454 of the Companies Act, 2013 (the Act) with following averments and seeking necessary orders:

(a) “It is humbly submitted that the Applicant No. 1 Company has been acquired as a “going concern” to start on a “Clean Slate” in terms of Insolvency and Bankruptcy Code, 2016 (“Code’) read with Regulation 32 and 33 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations 2016 (“Liquidation Regulations”).

(b) It is further submitted that in terms of the provisions of Section 203 of the Act read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 “every comp [any 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 or in their absence, a Whole time Director; (ii) Company Secretary; and (iii) Chief Financial Officer. Further, Section 203(4) of the Act, the vacancy in the office of any whole-time key managerial personnel shall be filled-up by the Board at a meeting of the Board within a period of 6 (six) months therefrom.

(c) It is further submitted that the aforementioned provisions became applicable to the Applicant No. 1 for the 1st time after the above referred Sale Certificate was made on 02-07-2019, thereby, the Applicant No. 1 ought to have appointed a whole-time company secretary, Chief Financial Officer and Managing Director/Whole time Director on or before I’ January 2020 in order to ensure compliance of said Section 203.

(d) It is further submitted that a whole-time company secretary, Chief Financial Officer and Managing Director/Whole time Director could not be appointed on or before 01-01-2020 because of the following reasons:

i. At the same time Covid-19 pandemic effected whole country and none shown interest despite company’s effort during that period to appoint a wholetime company secretary.

ii. Company has not yet started its business and not a single rupee earned as on date.

iii. Further, it is observed that company had continuously incurred losses in financial year:

iii.a 2019-20 — (Rs.130000)

iii. b 2020-21— (Rs.64000)

iii. c 2021-22 — (Rs.1127000)

iii. d 2022-23 — (Rs. 42 , 17, 12,000)

iv. Company is closely held public limited company and there is no injury to the public interest.

e) Ever since the Applicant No. 1 was acquired, we have been looking for a suitable and appropriate candidate having relevant experience in line with the business and operational requirements of the Applicant No. 1 and interviewed many candidates therefor. However, it was only by December 2023, we could find a suitable whole-time Company Secretary Mr. Prateek Rustagi (ICSI Membership No. A60614) an Associate Member of the Institute of Company Secretaries of India, who was appointed by the Board of Directors of the Applicant No. 1 Company at their meeting held on 11-12-2023.

f) It is humbly submitted that the above-mentioned Applicant No. 1 unintentionally and inadvertently defaulted in the provisions of Section 203 of the Companies Act, 2013 by causing a delay of 1439 days in appointing company secretary.

g) It is humbly submitted that Mr. Vinod Kumar Godavarthi, Director DIN 08581804 of the Applicant No.3 herein) was appointed was entrusted the responsibility of Chief Financial officer with effect from 01.05.2023 and the Applicant No. 1 unintentionally and inadvertently defaulted in the provisions of Section 203 of the Companies Act, 2013 by causing a delay of 435 days in appointing Chief Financial officer.

h) It is humbly submitted that Mr. Vinod Kumar Godavarthi, Director DIN 08581804 of the Applicant No.3 herein) was appointed as Executive Director / Whole time Director with effect from 31.10.2023 and the Applicant No. 1 unintentionally and inadvertently defaulted in the provisions of Section 203 of the Companies Act, 2013 by causing a delay of 22 days in appointing Chief Financial officer.

i) The Applicants wants to pursue this Joint Application under Section 454 and other applicable provisions of the Act, before the Registrar of Companies, for the state of Telangana at Hyderabad, the Adjudicating Officer for adjudicating the default in complying with the provisions of Section 203 of the Act with respect to delay in

(i) appointing a whole-time company Secretary (Notice vide File No. ROCH1179686(MMTEL-203)120241SCN/ 457 to 462 dated 27.05.2024). Accordingly, the Board of Directors of Applicant No.1 in its Meeting held on 06.06.2024 have authorized to file appropriate application in this regard

(ii) appointing Chief Financial Officer (Notice vide File No. ROCH1179686(MMTEL-203)12024ISCN/ 463 to 468 dated 29.05.2024). Accordingly, the Board of Directors of Applicant No.1 in its Meeting held on 06.06.2024 have authorized to file appropriate application in this regard

(iii) appointing Managing Director/ CEO/ Manager/ Whole Time Director (Notice vide File No. ROCH1179686(MMTEL-203)12024ISCN/ 477 to 482 dated 29.05.2024). Accordingly, the Board of Directors of Applicant No.1 in its Meeting held on 06.06.2024 have authorized to file appropriate application in this regard

j) In terms of the responsibility entrusted by the Board of the Applicant No. 1 towards ensuring compliance with the applicable provisions of the Act and pursuant to the provisions of Section 2(60) Mr. Vinod Kumar Godavarthi, the Director (DIN: 08581804) of the No. 2, herein), will be the only Director of the Applicant No.1 who is in default, since Mr. Vinod Kumar Godavarthi was a Whole Time Director during the period of default and Mr. Jayanth Kothapalli and Mr. Murali Krishna Vella are Independent Directors. In terms of the responsibility entrusted by the Board of the Applicant No. 1 towards ensuring compliance with the applicable provisions of the Act Mr. Vinod Kumar Godavarthi pursuant to the provisions of Section 2(60) of will be the only officer in default.

k) It is humbly submitted that the aforesaid default was due to unintentional, inadvertent and inevitable circumstances causing a delay in appointment of Company Secretary/ Whole time Director/ Chief Financial Officer. It was neither deliberate nor wilful on the part of the Applicant No. 1 or any of its officers and was not intended to adversely affect the interests of any party concerned including its shareholders and other stakeholders. Further the aforesaid default was without any mala-fide intention. The Applicants further unequivocally declares and submits that the said default does not affect public interest in any way. Also, the Applicant No. 1 has appointed Mr. Prateek Rustagi (ICSI Membership No. A60614), as Company Secretary of the Company with effect from 11-12-2023 and Mr. Vinod Kumar Godavarthi, as a Whole time Director and Chief Financial Officer with effect from 31.10.2022. Therefore, we humbly request you to consider and take a lenient view in this regard and levy a lesser penalty for the same.

Therefore, the Company and its officers have contended that they have not violated the provisions of Sec 203 (1) of the Companies Act 2013 and hence not liable for penal action u/s 203(5) of the Companies Act 2013.

5. Notice for adjudication and hearings:

A reasonable opportunity of being heard vide letter no. ROC/HYD/MAHATAMIL/Adjudication Hearing/2024 dated 13.08.2024 under Sub­section 4 of Section 454 of the Companies Act, 2013 was given to the Authorized professional, Company and its Officers in default to appear before the Adjudicating officer on 21.08.2024. Mr. Vinay Babu Gade, Company Secretary in practice / Authorized representative attended the personal hearing on behalf of the applicants on 21st August 2024 and also in the adjourned meeting on 22nd August 2024 and orally made the submissions before the undersigned and also has submitted clarification vide letter dated 21.08.2024. He further made the request that lesser penalty may be imposed on the company and its directors.

6. Order: –

I. While adjudging quantum of penalty under section 203(5) and Section 450 of the Act, read with Companies (Adjudication of penalties) Rules, 2014, the Adjudicating Officer shall have due regard to the factors, mentioned therein.

II. From the averments in the adjudication application and the Annexure — 4 Sale Certificate dated 02/07/2019, it has been observed that, the company has been purchased by the present management in relation to the Liquidation process of M/s Lanco Infratech Limited being the holding company of M/s Mahatamil Mining and Thermal Energy Limited. Hence the period of default u/s 203 of the Companies Act, 2013 to be considered for adjudication on the present management is fixed form date of taking over the Company as mentioned above.

III. Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that Company and its officers in default are liable for penalty as prescribed under Section 203(5) of the Act for violation of Section 203(1) of the Companies Act, 2013.

7) Accordingly, I am inclined to impose a penalty as prescribed under Section 203(5) of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:

I. FOR NON-APPOINTMENT OF COMPANY SECRETARY:

S.No Name of the Company Penalty as per Companies Act, 2013.
Penalty for default (Rs.) Period of Default Calcu-lation      of Penalty Maximum Penalty (Rs.) Final Penalty Imposed (Rs.)
1. M/s. Mahatamil Mining and
Thermal Energy Limited
Rs.5,00,0 00/- 02.01.2020 to 10.12.2023 (1439 Days) Rs.5,00,000/- Rs.5,00,000/-
Total Penalty Rs.5,00,000/-

S.No
Name of Officer in Default
Penalty as per Companies Act, 2013.
Penalty for default (Rs.)
Period of Default
Calculation of Penalty
Maximum Penalty (Rs.)
Final Penalty Imposed (Rs.)
2.
Mr. Venkata Rama Reddy Simhadri (Past Director)
Rs. 50,000/- + Rs. 1000/- per day
for cont-inuing contra-vention (265Days)
02.01.2020 to 22.09.2020
50,000 + Rs. 1000 * 265 days = Rs.3,15,000/
Rs.5,00,000/-
Rs. 3,15,000/-
3.
Mr. Gaurav Singh (Past Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contra-vention (265 Days)
02.01.2020 to 22.09.2020
50,000 + Rs. 1000 * 265 days — Rs. 3,15,000/
Rs.5,00,000 /-
Rs. 3,15,000/-
4.
Mr. Arun Kumar Sangaraju
(Past Director)
Rs.
50,000/- + Rs. 1000/- per day
for continuing contravention (1016 Days)
24.01.2020 to 04.11.2022
50,000 + Rs. 1000 * 1016 days = Rs.10,66,000/-
Rs.5,00,000/-
Rs. 5,00,000/-
5.
Mr. Bathala Suresh (Whole time Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contravention (1417 Days)
24.01.2020 to 10.12.2023
50,000 + Rs. 1000 * 1417 days = Rs. 14,67,000/-
Rs.5,00,000/-
Rs. 5,00,000/-
6.
Mr. Kankanala Krishnarao (Past Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contravention (92 Days)
02.01.2020 to 02.04.2020
50,000 + Rs. 1000 * 92 days = Rs.1,42,000/-
Rs.5,00,000/-
Rs. 1,42,000/-
7.
Mr. Vinod Kumar Godavarthi (Wholetime Director and
CFO(KMP))
Rs.50,000/- + Rs.1000/- per day
for continuing contrave ntion (406 Days)
31.10.2022 to 10.12.2023
50,000 + Rs. 1000 * 406 days =Rs.4,56,000/-
Rs.5,00,000/-
Rs. 4,56,000/-
8.
Mr. Jayanth Kothapalli (Director)
Rs. 50,000/- + Rs. 1000/- per day
for continuing contravention (1417 Days)
24.01.2020 to 10.12.2023
50,000 + Rs. 1000 * 1417 days = Rs.14,67,000/-
Rs.5,00,000/-
Rs. 5,00,000/-
9.
Mr. Murali Krishna Vella (Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contravention (937 Days)
18.05.2021 to 10.12.2023
50,000 + Rs. 1000 * 937 days = Rs. 9,87,000/-
 Rs.5,00,000/-
Rs. 5,00,000/-
10.
Ms. Priya Bandhavi Jaladi (Past Additional Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contravention (363 Days)
 04.11.2022 to 01.11.2023
50,000 + Rs. 1000 * 363 days = Rs. 4,13,000/-
 Rs.5,00,000/-
Rs. 4,13,000 /-
Total Penalty
Rs.36,41,000/-
 Grand Total
Rs.41,41,000/-

II. FOR NON-APPOINTMENT OF WHOLE TIME DIRECTOR:

S. No Name of the Company Penalty as per Companies Act, 2013.
Penalty
for
default
(Rs.)
Period    of Default Calculat ion of
Penalty
Maximum Penalty (Rs.) Final     Penalty Imposed (Rs.)
1. M/s. MAH-ATAM IL MINING AND THERMAL ENERGY LIMITED Rs.5,00,00 0/- 02.01.2020 to 23.01.2020 (22 Days) Rs.5,00,000/- Rs.5,00,000/-
Total Penalty Rs.5,00,000/-
S. No Name of Officer in Default Penalty as per Companies Act, 2013.
Penalty
for default
(Rs.)
Period of Default Calculat ion of
Penalty
Maximum Penalty (Rs.) Final Penalty Imposed (Rs.)
2. Mr. Venkata Rama Reddy Simhadri (Past Director) Rs. 50,000/- + Rs. 1000/- per day for continuing contrav-ention (22 Days) 02.01.202 0 to 22.09.202 0 50,000 +
Rs. 1000
* 22 days = Rs.72,000/-
Rs.5,00,000 /- Rs. 72,000/-
3. Mr. Gaurav Singh (Past Director) Rs.50,000/- + Rs. 1000/- per day for continuing contra-vention (22 Days) 02.01.2020 to 22.09.2020 50,000 + Rs. 1000 * 22 days = Rs.72,000/- Rs.5,00,000/- Rs. 72,000/-
4. Mr. Kankanala Krish-narao (Past
Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contra-vention (22 Days) 02.01.2020 to 22.09.2020 50,000 + Rs. 1000 * 22 days = Rs.72,000/- Rs.5,00,000/- Rs. 72,000/-
Total Penalty Rs.2,16,000/-
Grand Total Rs.7,16,000/-

III. FOR NON-APPOINTMENT OF CHIEF FINANCIAL OFFICER:

S. No
Name of the Company
Penalty as per Companies Act, 2013.
Penalty
for default
(Rs.)
Period of Default
Calculation of Penalty
Maximum Penalty (Rs.)
Final Penalty Imposed (Rs.)
1.
M/s. MAH-ATAM IL MINING AND THERMAL ENERGY LIMITED
Rs.5,00,00 0/-
02.01.2020 to 23.01.2020 (435 Days)
Rs.5,00,000/-
Rs.5,00,000/-
Total Penalty
Rs.5,00,000/-
S. No
Name of Officer in Default
Penalty as per Companies Act, 2013.
Penalty
for default
(Rs.)
Period of Default
Calculation of Penalty
Maximum Penalty (Rs.)
Final Penalty Imposed (Rs.)
2.
Mr. Venkata Rama Reddy Simhadri (Past Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contrav-ention (265 Days)
02.01.2020 to 22.09.2020
50,000 + Rs. 1000 * 265 days = Rs.3,15,000/-
Rs.5,00,000 /-
Rs. 3,15,000/-
3.
Mr. Gaurav Singh (Past Director)
Rs.50,000/- + Rs. 1000/- per day for continuing contra-vention (265 Days)
02.01.2020 to 22.09.2020
50,000 + Rs. 1000 * 265 days = Rs.3,15,000/-/-
Rs.5,00,000/-
Rs. 3,15,000/-/-
4.
Mr. Arun Kumar
Sangaraju
(Past
Director)
Rs. 50,000/- + Rs. 1000/-per day
for continuing contravention (413 Days)
24.01.2020 to 11.03.2021
50,000 + Rs. 1000 * 413 days = Rs. 4,63,000/-
Rs.5,00,000 /-
Rs. 4,63,000 /-
5.
Mr. Bathala Suresh (Wholetime Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contrave ntion (413 Days)
24.01.2020 to 11.03.2021
50,000 + Rs. 1000 * 413 days = Rs. 4,63,000/
Rs.5,00,000/-
Rs. 4,63,000/-
6.
Mr. Kankanala Krish-narao (Past Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contra-vention (413 Days)
02.01.2020 to 22.09.2020
50,000 + Rs. 1000 * 413 days = Rs.4,63,000/-
Rs.5,00,000/-
Rs. 4,63,000/-
7.
Mr. Jayanth Kothapalli (Director)
Rs. 50,000/- + Rs. 1000/- per day for continuing contravention (413 Days)
24.01.2020 to 11.03.2021
50,000 + Rs. 1000 * 413 days = Rs. 4,63,000/
Rs.5,00,000 /-
Rs. 4,63,000/-
Total Penalty
Rs.21,61,000/-
Grand Total
Rs.26,61,000/-

Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 the penalty imposed above on Company and its Officers in default as penalty amount for violation of Section 203(1) of the Companies Act, 2013.

8. The said amount of penalty shall be paid online by using the website mca.gov.in (Misc. head) within 90 days of receipt of this order and file form INC-28 attaching copy of order and payment challan.

9. Whereas Appeal against this order may be filed with the Regional Director (SER), Ministry of Corporate Affairs, 3rd Floor, Corporate Bhavan, Bandlaguda, Nagole, Hyderabad, Telangana, within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website 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 Act read with Companies (Adjudicating of Penalties) Rules, 2014].

10. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order,

“(8)(i) Where company fails to comply with the order made under sub- section (3) or sub­section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, 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.

(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer 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 with both.”

 (PARVINDER SINGH, I.C.L.S)
REGISTRAR OF COMPANIES
TELANGANA, HYDERABAD

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