On July 9, 2024, the Registrar of Companies, Karnataka, adjudicated a penalty against Tablespace Technologies Private Limited for non-compliance with Section 184 of the Companies Act, 2013. The company, incorporated on March 3, 2017, failed to ensure that its directors disclosed their interests in related party transactions and other entities as required. Specifically, during a board meeting on June 29, 2018, and a transaction approval meeting on April 3, 2019, required disclosures were not made. Despite the company’s claim that the omissions were unintentional and administrative, the adjudicating officer found that the breaches were serious. Consequently, a penalty of ₹1,00,000 was imposed on Mr. Amit Mono Banerji, a director involved in the default. The company must pay this penalty within 90 days and submit Form INC-28 with proof of payment. An appeal can be filed with the Regional Director within 60 days. Non-compliance with the order may lead to further penalties under Section 454(8) of the Act. The company must also notify the implicated directors of this order.
Government of India
Ministry of Corporate Affairs
Registrar of Companies, Karnataka
Kendriya Sedan, 2nd Floor, ‘E’ Wing,
Koramangala, Bengaluru – 560034
Phone; :080-25537449/25633105
E-mail ID: [email protected]
No. ROCB/Adj.Ord.454.184(1)/Tablespace/Co.No.101040/2024 Date: 09.07.2024
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT. 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITESI RULES. 7014 FOR VIOLATION OF PROVISIONS OF SECTION 184 OF THE COMPANIES ACT. 2013 READ WITH RIII FS (AS AMENDED TAMMY TABLESPACE TECHNOLOGIES PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II dated 24.03.2015 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 the Companies Act 2013.
2. The company, Tablespace Technologies Private Limited (hereinafter referred to as Company) having CIN: U74499KA2017PTC101040 was incorporated on 03.03.2017 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is situated at 46. Level S. Prestige Trade Tower Palace Road. High Ground, Sampangi Nagar. Bangalore – 560001.
3. Whereas, during inquiry under section 206 of the Act, it was noticed on perusal of the first board meeting held on 29.06.2018 for the financial year 2018.19 that none of the directors of the company have given their disclosure of interest. Further. it is seen from the board minutes dated 03.042019 that the company had approved related party transaction with Purpleyo Technologies Private Limited in which Mr. Amit Mono Banerji, who is a director cum shareholder holding almost 98% shares in the company since 12.082017, was present in the said meeting. However, no disclosure was made by the said director in the meeting. When the matter was taken up with the company, it stated that it had circulated a copy of form MBP-1 / DIR-8 with all annexures to all the directors and the same was furnished by the respective directors to the company but was inadvertently not noted in the Board’s Minutes. Further on, the company stated that concerned director was eligible to participate in the meeting. However, these replies were not considered during the course of inquiry, and it was concluded that the company / director has violated the provisions of section 184 of the Act The company has thereafter, on 10.04.2024, filed an adjudication / compounding application submitting that this default was without any malafide intentions and is not likely to cause any prejudice to the company or its members or creditors.
4. As per section 184(1) of the Act, every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board Meeting held after such change. disclose his concern or interest in any company or companies or bodies corporate, firms. or other association of individuals which shall include the shareholding in such manner as may be prescribed.
5. As per section 184(2) of the Act, every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into (a) with a body corporate in which such director or such director in association with any other director, holds more than two per cent shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate, or (b) with a firm or other entity in which such director is a partner, owner or member, as the case may be, shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such meeting, Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement. he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.
6. As per Rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014, every director shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form MBP-1.
7. As per section 184(4) of the Act, if a director of the company contravenes the provisions of sub-section (1) or sub-section (2), such director shall be liable to a penalty of one lakh rupees.
8. Pursuant to the above and the adjudication application filed by the company. Notice of hearing was sent on 03.05.2024 and physical hearing was held on 21.05.2024. It was attended by Mr. Sanjeev Kumar Ghai, Compliance Officer and Ms Gauri Balankhe, practising company secretary on behalf of all the applicants along with authorisations from all the directors for appearing on their behalf. They made their submissions as stated in the application and stated that the default was unintentional and the company wishes to get it adjudicated.
9. It is seen that the company is a holding company and does not fall under the definition of a small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, 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 and present / past directors through their authorised representatives, in view of the above said violations and in exercise of the powers vested under section 454(3)(a) of the Act, I hereby impose penalty of Rs. 1,00,000/- on Mr. Amit Mono Banerji the defaulting director of the company.
11. The company and its directors / key managerial personnel who are in default are hereby directed to pay the penalty amount as mentioned 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 viww.mca.gov.in (Miscellaneous head) specifying the details of this Order and the name of the notice 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 AD) 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 section 450)0) and 454(8)68 of the Companies Act, 2013 against the company and directors / key managerial personnel who are in default without further notice in the matter.
14. The company is required to serve a copy of this Order on the director(s)/ Offcer (s)-in default mentioned above in terms of provisions of section 20 of the Companies Act 2013.
(Sanjay Sood)
Registrar of Companies, Kamataka
and Adjudicating Officer
