Non-Maintenance of Section 189 Register – MCA imposes Penalty

Ministry of Corporate Affairs, Government of India, has issued an order imposing penalties on Teleone Consumers Product Private Limited for violating Section 189(1) of the Companies Act, 2013. The order is issued by the Registrar of Companies, NCT of Delhi & Haryana, who has been appointed as the Adjudicating Officer for this matter.

Teleone Consumers Product Private Limited is a registered company under the Companies Act, 2013, with its registered office in Delhi. The company’s financial details for the previous fiscal year show a paid-up capital of Rs. 83,89,500 and a turnover of Rs. 1,211,854,691. The company has a subsidiary named D V Media & Entertainment.

The order states that an inquiry report found non-compliance with Section 189 of the Companies Act, 2013. The company failed to furnish a copy of the register of contracts or arrangements in which directors are interested. The company also did not disclose these transactions in the minute book of the Board meeting, indicating a failure to maintain the required register.

Show Cause Notices were issued to the company and its directors, but no reply was received. It is concluded that there is a violation of Section 189 for the financial years ending on March 31, 2016, 2017, and 2018.

Section 189 of the Companies Act, 2013 requires companies to maintain registers of contracts or arrangements in which directors are interested. Failure to comply with this section carries a penalty of Rs. 25,000 for each defaulting director.

The order imposes penalties on two directors of the company, Vishvajeet and Darshan Singh, for the three financial years in question. Each director is liable to pay a penalty of Rs. 75,000.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019

Order for Penalty for Violation of Section 189(1) of the Act, 2013
IN THE MATTER OF
TELEONE CONSUMERS PRODUCT PRIVATE LIMITED
(CIN: U74120DL2008PTC176472)

1. Appointment of Adjudicating Officer: –

Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 appointed Registrar of Companies, NCT of Delhi & Haryana as Adjudicating Officer in exercise of the powers conferred by Section 454(1) of the Act, 2013 (hereinafter known as ‘Act’) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

2. Company: –

Whereas the company viz. TELEONE CONSUMERS PRODUCT PRIVATE LIMITED (herein after known as ‘company’) is a registered company with this office under the provisions of the Companies Act, 2013 having its registered office as per MCA21 Registry at address 468, IIIrd Floor, Shivaji Market, Pitam Pura, Delhi North West Dl 110034 IN. The financial & other details of the subject company for immediately preceding F.Y. 2021-22 as available on MCA-21 portal is stated as under:

3. Facts about the Case:

I. In reference to the Inquiry report under section 208 of the Companies Act, 2013 the Inquiry Officer has pointed out non-compliance of provision of section 189 of the Companies Act, 2013. Whereas it was observed that: –

(a) “The company has not furnished copy of register u/s189 i.e., register of contract or arrangement in which directors are interested. After examining the reply and the financial statements of the company it is found that in note no. 36 of notes to accounts for the F.Y.2017-18 in note no.37 of notes to account for the F.Y.2016-17, in the note no.36 of notes to account for the F.Y. 2015-16, the company had reported the related party’s transactions and then details of such transactions are mentioned under’:

(b) It is also found that company also not disclosed these transactions into the minute book of the Board meeting. Thus, it appears that the company is not maintaining its register in terms of Section 189 of the Companies Act, 2013.”

II. In terms of the provisions of Section 189(1) r/w 454 of the Act, this office issued Show Cause Notices (SCN) vide letter no. ROC/D/Adj/2022/Section 189/Teleone/2022/3668-36670 dated 14.06.2022 to the subject company and its directors.

III. Neither the company nor directors/officers of the company submitted any reply to the SCN of this office.

IV. Taking into account the facts of the case, it is noted that there is violation of section 189 for the Financial Year ended on 31.03.2016, 31.03.2017, 31.03.2018. Therefore, the particulars of the related party transactions were required to entered to the register for each of the three financial years.

4. The relevant provision of the sections 189 as on date of default are as under:

Section 189- Register of contracts or arrangements in which Directors are interested)

(1) “Every company shall keep one or more registers giving separately the particulars of all contracts or arrangements to which sub-section (2) of section 184 or section 188 applies, in such manner and containing such particulars as may be prescribed and after entering the particulars, such register or registers shall be placed before the next meeting of the Board and signed by all the Directors present at the meeting.”

(6) Every director who fails to comply with the provisions of this section and the rules made thereunder shall be liable to a penalty of twenty five thousand rupees.

5. Adjudication of penalty: :

1. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Companies Act, 2013. Hence, the benefit of section 446B would not be applicable on the company.

2. Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and in response to the notice issued vide letter no. ROC/D/Adj/2022/Section 189/Teleone/2022/3668-36670, hereby impose the penalty on the directors of the subject company who are in default under section 189(6) for violation of section 189(1) of the Act which are as follows:-

6. Order:

a. Names of party as mentioned in the table above are hereby directed to pay the penalty amount as per column no. ‘E’ therein. In case of parties other than directors such amount is required to be paid out of their own funds.

b. The said amount of penalty shall be paid through online by using the website www.mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.

c. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website www.mca.gov.in] setting forth the grounds of appeal and shall be accompanied by a certified copy of the order. [Section 454(5) & 454(6) ofthe Act read with Companies (Adjudicating of Penalties) Rules, 2014]

d. Your attention is also invited to section 454(8) of the Act in the event of non­compliance of this order.

Place: New Delhi.

(Pranay Chaturvedi, ICLS)
(Adjudicating Officer)
Registrar of Companies,
NCT of Delhi & Haryana

No. ROC/D/ADJ/Section 189/ TELEONE/2141 to 2144

Date: 25-05-2023