F.No:9/23/ADJ/SEC.161/2013/ KARNATAKA/RD(SER)/2022/5496
BEFORE THE REGIONAL DIRECTOR, SOUTH EAST REGION
MINISTRY OF CORPORATE AFFAIRS, HYDERABAD
IN THE MATTER OF COMPANIES ACT, 2013
IN THE MATTER OF CHAITANYA INDIA FIN CREDIT PRIVATE LIMITED
1. M/s. Chaitanya lndi Fin Credit Private Limited
2. Mr. Anand Rao
3. Mr. Sachin Bansal
4.Mr.Srinivasan CV
5. Mr. Dimple Shah
6. Mr.Abhik Sarkar
7. Mr. Ankit Agarwal
8. Mr. Anup Kumr Gupta
Appellants
Date of hearing : 27.10.2022
Present : Mr. S. Raghavan, Practicing Company Secretary
ORDER
This is an appeal filed under section 454(5) of the Companies Act, 2013 by the above appellants in e-form ADJ vide SRN F22624951 dated 24.08.2022 against the adjudication order No.ROCB/ADJ 454-161/Chaitanya/Co.No.49494/2022/SRNI 00074518 dated 05.07.2022 under section 454 passed by the Registrar of Companies, Karnataka for default in compliance with the requirements of Section 161 of the Companies Act, 2013.
2. Registrar of Companies in his order of adjudication has stated that the Company has appointed Mr. Sachin Bansal as the Managing Director and CEO of the Company (KMP) vide its Board Resolution dated 27.02.2020 for a period of five years from 06.03.2020. However, by inadvertence, the Board had omitted to Co opt him as Additional Director before appointing him as Managing Director. As a consequence of the Board having so omitted to appoint him as Additional Director, the approval for his appointment by the shareholders (regularization) at the first annual general meeting of the company held on 18.08.2020 was omitted by to be obtained. As a result the said director is deemed to have vacated his office with effect from 18.08.2020 in terms of Section 161 of the Acts. However, the company did not notice this omission till 18.10.2021 and Company vide its Board Meeting held on 19.10.2021 took on record the cessation of the office of the Director with effect from 18.08.2020. Thereby, company had violated the provisions of Section 161 of the Act from 06.03.2020 to 18.10.2021. Hearing was held before Registrar of Companies on 24.05.2022 and after hearing the authorized representative had levied a penalty on Company for Rs.3.00 Lakhs, Mr. Anand Rao, Managing Director, Mr. Sachin Bansal, CEO (KMP), Mr. Srinivasan CV, CFO (KMP), Mr. Dimple Shah, Company Secretary, Mr. Abhik Sarkar, CFO (KMP), Mr. Ankit Agarwal, Additional Director and Mr. Anup Kumar Gupta, Company Secretary for amounting to Rs.1,00,000/- each (totaling to Rs.10,00,000/-)
3. An opportunity of being heard was given to the Appellants on 27.10.2022. The authorized representative Mr. S. Raghavan, Practicing Company Secretary appears on behalf of the appellants and reiterated the submissions made in the application and requested to reduce the quantum of penalty as levied by Registrar of Companies.
4. After considering the submissions made by the authorised representative, facts of the case and taking into consideration the Order of Adjudication of Penalty under section 454 of the Companies Act, 2013 issued by Registrar of Companies dated 05.07.2022, I deem it would meet the ends of Justice that if the penalty levied by the Registrar of Companies, is appropriately reduced, as a mitigation. I, therefore, modify the order of the Registrar of Companies, to reduce the penalty on the Company to Rs.1,00,000/-, Mr. Anand Rao, Managing Director, Mr. Sachin Bansal, CEO (KMP), Mr. Srinivasan CV, CFO (KMP), Mr. Ankit Agarwal, Additional Director, Mr. Dimple Shah, Company Secretary for amounting to Rs.50,000/-each, Mr. Abhik Sarkar, CFO (KMP) for Rs.5,000/ – and Mr. Anup Kumar Gupta, Company Secretary for Rs.20,000/- (totaling to Rs.3,75,000/-). Further the appellants are directed to comply with this order and also the provisions of section 454(8) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014.
5. The penalty was paid by the Company for Rs.1,00,000/-, Mr. Anand Rao, Managing Director, Mr. Sachin Bansal, CEO (KMP), Mr. Srinivasan CV, CFO (KMP), Mr. Ankit Agarwal, Additional Director, Mr. Dimple Shah, Company Secretary for amounting to Rs.50,000/- each, Mr. Abhik Sarkar, CFO (KMP) for Rs.5,000/ – and Mr. Anup Kumar Gupta, Company Secretary for Rs.20,000/ – (totaling to Rs.3,75,000/-).vide SRN X27257799, X27258284, X27257245, X27258516, X27257252, X27258136 and X27257864 dated 03.11.2022. Accordingly, this order is issued to the Appellants with a copy to Registrar of Companies, Karnataka and Joint Secretary, E-Governance Cell, Ministry of Corporate Affairs, New Delhi for information and necessary action
Issued under my hand and seal on this the 29th day December 2022.
(B. MOHANTY)
REGIONAL DIRECTOR (SER)
