M/s. Adani Transmission Step-One Limited vide SRN dated 05.01.2023 has filed e-form MGT-14 62 (1) (c) to consider and approve issue and allotment of 25 crore Compulsorily Convertible Debentures of Rs. 100 each to Adani Transmission Limited by way of meeting of members held on 27.09.2022.
Whereas, as per the provision of section 117(1) of the Companies Act, 2013, the said resolution ought to have been filed by way of Form MGT-14 with the office of the undersigned on or before 26.10.2022 i.e. within 30 days from the date of passing above Resolution dated 27.09.2021. However, the said resolution has been filed with the office of the undersigned on 05.01.2023 vide SRN F56051295 with a delay of 71 Days. Thereby, the Company and its Director have committed default and violation of Section with 117 (1) of the Companies Act, 2013.”
Whereas, as per provisions of Section 117(2) of the Companies Act, 2013, where any company fails to file the resolution or the agreement of sub-section (1), such company and every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure , with a further penalty of one hundred rupees for each day after the first during which such failure continues , subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company , if any shall be liable to a penalty of Rs. Ten thousand rupees who is in default and in case of continuing failure with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
Authorized representative of the company Mr, Chirag Shah, Practicing Company Secretary, present in this office and submitted that inadvertently the e-form MGT-14 could not be filed in time frame as prescribed in under the provisions of section 117 (1) of the Companies Act, 2013.
Considering the default ROC imposes penalty on all directors and Company of Rs. 17,100 Each.
BEFOR THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES, GUJARAT, DADRA & NAGAR HAVELI
Order No. ROC-Guj/Adj. Order/Adani/Sec. 117/7363 Dated: 09 FEB 2023
ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 117(1) READ WITH SECTION 14(1) OF THE COMPANIES ACT, 2013.
IN THE MATTER OF M/S. ADANI TRANSMISSION STEP – ONE LIMITED
(U40108GJ2020PLC116749)
1. Adjudicating Officer : Shri R.C.Mishra, (ICLS) ROC,Gujarat
2. Presenting Officer : Ms. Ankita Lahoty, (ICLS) DY.ROC ,Gujarat.
3. Dealing Hand : Shri Deepak Chandwani, UDC
Appointment of Adjudication Authority: –
1. The 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 under section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 (Notification No. GSR 254(E) dated 31.03.2014) for adjudging penaltieS under the provisions of Act.
Company:
2. Whereas M/s. Adani Transmission Step One Limited (U40108GJ2020PLC116749) (herein after referred to as “company”) is a Company registered under the provisions of the Companies Act, 2013 (hereinafter referred to as “Act”) on 23.09.2020 in the state of Gujarat having its Registered office at Adani Corporate House, Shantigram, Near Vaishno Devi Circle, S.G.Highway, Ahmedabad-382481
Fact of the case:
3. Whereas, M/s. Adani Transmission Step-One Limited vide SRN dated 05.01.2023 has filed e-form MGT-14 62 (1) (c) to consider and approve issue and allotment of 25 crore Compulsorily Convertible Debentures of Rs. 100 each to Adani Transmission Limited by way of meeting of members held on 27.09.2022.
4. Whereas, as per the provision of section 117(1) of the Companies Act, 2013, the said resolution ought to have been filed by way of Form MGT-14 with the office of the undersigned on or before 26.10.2022 i.e. within 30 days from the date of passing above Resolution dated 27.09.2021. However, the said resolution has been filed with the office of the undersigned on 05.01.2023 vide SRN F56051295 with a delay of 71 Days. Thereby, the Company and its Director have committed default and violation of Section with 117 (1) of the Companies Act, 2013.”
5. Whereas, as per Section 117(1)) of the Companies Act, 2013,
(1) Where—
(a) a copy of every resolution or any agreement in respect of matters specified in sub section (3) together with explanatory statement as per section 102 shall be filed with the Registrar within 30 days of the passing or making thereof.
As per section 117(3) (a) this section (3) shall apply to all the special resolutions required to be filed by the company.
6. Whereas, as per provisions of Section 117(2) of the Companies Act, 2013, where any company fails to file the resolution or the agreement of sub-section (1), such company and every officer who is in default shall be liable to a penalty of ten thousand rupees and in case of continuing failure , with a further penalty of one hundred rupees for each day after the first during which such failure continues , subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company , if any shall be liable to a penalty of Rs. Ten thousand rupees who is in default and in case of continuing failure with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.
7. Whereas, the Ministry of Corporate Affairs vide its Gazette notification No. SO 831 (E) dated 24.03.2015 appointed the Registrar of Companies/ undersigned as Adjudicating Officer in exercise of the Power conferred by Section 454 of the Companies Act 2013 read with Companies (Adjudication of Penalties) Rules, 2014. Thereby, the Registrar of Companies is entrusted with power to adjudicate the penalty as provided under Section 64 of the Companies Act, 2013.
8. Whereas, the undersigned has reasonable cause to believe that the provision of section 117 of the Companies Act, 2013 has not been complied with within time frame as prescribed under the provisions of section 117(1) of the Companies Act, 2013. The Company and its officers in default have violated the provisions of section 117(1) of the Companies Act, 2013 which may be adjudicated under the purview of section 454(3) of the Companies Act, 2013. The company and every officer of the company who is in default are liable to be penalized u/s. 446 B of the Companies Act, 2013.
Show Cause Notice, reply and personal hearing:-
9. Whereas, the office of the undersigned issued adjudication notice under section 454 of the Companies Act, 2013 for violation of section 117(1) of the Companies Act, 2013 to the Company and its officers in default on 10.01.2023 with request to rectify the aforesaid default within 15 days of the notice and remit the penalty as imposed by the undersigned.
10. In response to the adjudication notice dated 10.01.2023 issued by the undersigned, the authorized representative of the company Mr, Chirag Shah, Practicing Company Secretary, present in this office and submitted that inadvertently the e-form MGT-14 could not be filed in time frame as prescribed in under the provisions of section 117 (1) of the Companies Act, 2013. He further submitted that the penalty may not be imposed to the company and its officers in default.
ORDER:
11. While adjudging quantum of penalty under section 117(3) of the Companies Act, 2013, the Adjudication Officer shall have due regard to the following factors, namely:
(a) The amount of disproportionate gain or unfair advantage, whenever quantifiable, made as a result of default.
(b) The amount of loss caused to an investor or group of investors as a result of the default.
(c) The repetitive nature of default.
12. With regard to the above factors to be considered while determining the quantum of penalty, it is noted that the disproportionate gain or unfair advantage made by the notice or loss caused to the investor as a result of the delay on the part of the notice to redress the investor grievance are not available on the record. Further, it may also be added that it is difficult to quantify the unfair advantage made by the notice or the loss caused to the investors in a default of this nature.
Therefore , it is ordered that the following penalties shall be paid by the company and its officers.
| Delay in days | Officer/ Organization in default | Penalty calculated as per section 117 (2) of Companies Act, 2013 | Total
Penalty Imposed |
| (1) | (2) | (3) | (4) |
| 71 Days | M/s. Adani Transmission Step-One Ltd | 10000+71*100 = 17100/- | 17100/- |
| Anil Kumar Gupta Director | 10000+71*100 = 17100/- | 17100/- | |
| Rohit Soni Director |
10000+71*100 = 17100/- | 17100/- | |
| Ravi Jain,Director | 10000+71*100 = 17100/- | 17100/- |
13. The noticee shall pay the amount of penalty individually for the company and its director (out of own pocked) by way of form No. INC-28 of e-payment (available on Ministry Website www.mac.gov.in) under “Pay miscellaneous fees” category in MCA fee and payment Service within 90 (ninety) days of this order and the Challan/SRN generated after payment of penalty through online mode shall be forwarded to this office along with the copy of form No. INC-28.
14. Appeal if any, against this order may be filed in writing with the Regional Director, North Western Regional, Ministry of Corporate Affairs, ROC Bhavan, Opp. Rupal Park, Nr. Ankur Bus stand, Naranpura, Ahmedabad (Gujarat) 380 013 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 the certified copy of this order. (Section 454 of the Companies Act, 2013 read with the Companies (Adjudicating of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019).
15. Please note that as per the provisions of section 454(8)(i) of the Companies Act, 2013, where company does not pay the penalty imposed by the Adjudication officer or the Regional Director within a period of Sixty days (60 days) from the date of the receipt of the copy or order, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakhs rupees. Further as per section 454(8)(ii) of the Companies Act, 2013, where an officer of a company who is in default does not pay the penalty within a period of Sixty days (60 days) from the date of receipt of the copy of the order, such officers 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.
16. Your attention is also invited to section 454(8) of the Companies Act, 2013 in the event of non-compliance of this order which provides that in case of default in payment of penalty, prosecution will be filed u/s. 454(8)(ii) of the Companies Act, 2013 at your own risk ,costs and responsibility without any further notice.
The adjudication notice stands disposed of with this order
(R. C. MISHRA) ICLS
Adjudicating officer,
Registrar of Companies,
Gujarat, Dadra and Nagar Haveli.
Signed this day of January , 2023.
