The Registrar of Companies, Coimbatore, has issued an order for penalty under Section 454 of the Companies Act, 2013, against M/s. Arise Industries and Agency Private Limited.
In compliance with the Companies Act, 2013, the Registrar of Companies, Coimbatore, has appointed an Adjudicating Officer to address violations related to the filing of financial statements and reports by companies. The case of M/s. Arise Industries and Agency Private Limited revolves around the non-disclosure of related party transactions in their financial statements.
Facts of the Case: The company and its directors filed an application for adjudication of penalties for violating Section 134 of the Companies Act, 2013. The Adjudicating Officer scheduled a hearing to provide a fair opportunity for the company to present its case.
Provisions of the Companies Act, 2013: Section 134(3)(h) mandates the inclusion of particulars of contracts or arrangements with related parties in the company’s report. Non-compliance with this provision attracts penalties for the company and its officers.
Order of Penalty: The Adjudicating Officer imposed penalties on the company and its directors for violating Section 134(3)(h) of the Companies Act, 2013. The total penalty amount imposed on the respondents is INR 2,25,000.
Conclusion: The penalty order highlights the importance of compliance with statutory provisions under the Companies Act, 2013. It serves as a reminder to companies regarding their obligation to accurately report related party transactions. The company and its directors are directed to rectify the defect and pay the imposed penalties within the stipulated timeframe.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES
TAMILNADU – COIMBATORE
No.7 A G T BUSINESS PARK, PHASE II, 1ST FLOOR,
Phone – 0422 2628170, 2629640
Fax – 0422 2628089
email roc.coimbatore@mca.gov.in
Order Ref: ROC/CBE/A.O./134/13519/2024 Date: 28.03.2024
Order for Penalty under Section 454 for violation of Section 134 of the Companies Act, 2013 read with the Companies (Adjudication of Penalties) Rules, 2014
IN THE MATTER OF M/s. ARISE INDUSTRIES AND AGENCY PRIVATE LIMITED.
CIN: U27310TZ2007PTC013519
Appointment of Adjudicating Officer:
1. Ministry of Corporate Affairs vide its Gazette Notification No.A-42011/112/2014-Ad.II dated 24.3.2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by Section 454 of the Companies Act, 2013 (herein after known as Act) read with Companies (Adjudication of penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
Company:
1. Whereas Company M/s. ARISE INDUSTRIES AND AGENCY PRIVATE LIMITED (hereinafter Known as Company) is a company registered with this office under the provisions of Companies Act, 2013 having its registered address at 54, Mettupalayam Road, G N Mills Post, Coimbatore – 641 029.
Facts of the case:
2. The company and its directors have filed suo-moto application in this office on 01.11.2023 for adjudication of the penalty for violation of section 134 of the Companies Act, 2013.
3. The undersigned in exercise of power conferred under sub section 4 of section 454 of the Companies Act, 2013 with a view to give a reasonable opportunity of being heard before imposing any penalty, fixed the date of hearing on 28/03/2024 at 11.30 AM to adjudicate the penalty for violation of provision of section 134 of the Companies Act, 2013.
4. Board of Directors of the Company vide their resolution dated 31/08/2023 authorized Ms. M. Jayasree , Chartered Accountant to act as authorized representative of the company before the Registrar of Companies, Coimbatore, to carry out the formalities for the Adjudication of Penalties under Section 454 of the Companies Act, 2013.
5. During the hearing on 28/03/2024 , Ms. M. Jayasree, Chartered Accountant and authorized representative of the Respondent made submissions that the Company had not reported the related party transactions in Form AOC-2 for the Financial Year 2017-18 and 2019-
Provisions of the Companies Act, 2013
6. Sub-Section (3)(h) of Section 134 of the Act provides that there shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include particulars of contracts or arrangements with related parties referred to in sub- section (1) of section 188 in the prescribed form.
7. Sub-section (8) provides that if a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
ORDER
8. Having considered the facts and circumstances of the case and the submissions made by the authorized representative of the Respondent, being a small company the Adjudicating officer do hereby impose penalty under section 446 B of the Act on Company and its director as per Table below for violation of Section 134 (3) (h) of the Companies Act, 2013.
| S.No | Name of the Respondents | Amount(In Rupees) |
| 1. | M/s. Arise Industries and Agency Private Limited. | 1,50,000 |
| 2. | Shri. Martin Santiago | 25,000 |
| 3. | Shri. Rajendran Kalyani Aadhav Arjuna | 25,000 |
| 4. | Shri Rajalakshmi Gowdhaman Sivanandam | 25,000 |
| TOTAL | 2,25,000 |
9. The penalties imposed as under should be paid by the Respondents as per Law and submit the copies of Challan to this office. The company should file the INC 28 with attachment of this order and copy of aforesaid Challan.
10. The company and its directors are hereby directed to rectify the defect immediately on receipt of copy of this order.
11. The penalty imposed shall be paid through the Ministry of Corporate Affairs portal only.
12. Appeal, if any against this order may be filed in writing with the Regional Director, Southern Region, Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26, Haddows Road, Chennai-600 006 within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of this order (Section 454 of the Companies Act, 2013 read with the Companies (Adjudicating Of Penalties) Rules, 2014).
13. Your attention is also invited to Section 454(8) of the Act regarding consequences of non-payment of penalty.
14. In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudicating Of Penalties) Rules, 2014, a copy of this order is being sent to Company M/s. ARISE INDUSTRIES AND AGENCY PRIVATE LIMITED and its directors.
Also to:-
1.Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai.
2.Director, Legal Section, Ministry of Corporate Affairs, 5th Floor, ‘A’ Wing, Shastri Bhawan, Dr.R.P.Road, New Delhi-110001.
3. E Governance Cell, Ministry of Corporate Affairs, Shastri Bhawan, 5thFloor, ‘A’ Wing, Dr.R.P.Road, New Delhi-110001.
Place: Coimbatore
Date: 28.03.2024
(BRIJESH KUMAR KAIN), ICLS
REGISTRAR OF COMPANIES
TAMILNADU, COIMBATORE
