OFFICE OF THE
REGISTRAR OF COMPANIES
MAHARASHTRA, PUNE
MINISTRY OF CORPORATE AFFAIRS
GOVERNMENT INDIA
Order No. RoCP/ADJ/ order/ 118/ 22-23/ KUDOS/2418 to 2423 Date: 10th March 2023
ADJUDICATION ORDER
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Adjudication Order of penalties in the matter of Kudos Finance
And Investments Private Limited (U65910PN2009PTC148795)
under Section 454(3) of the Companies Act, 2013
Please Read:
- Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
- Provisions of Sub-section (10) and (11) of Section 118 of the Companies Act, 2013.
- Gazette Notification of Ministry of Corporate Affairs vide No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
- Companies (Amendment) Act, 2019.
- General Circular No. 1/2020 dated 02.03.2020.
In respect of:
Kudos Finance And Investments Private Limited (U65910PN2009PTC148795) having its registered office as per MCA21 Registry at address “C/o, EFC Limited, 7th Floor, East Wing, Marisoft-3, Marigold Premises, Kalyani Nagar, Pune, Maharashtra, 411014, India.” and its directors/ KMPs.
1. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Rule 3(1) of Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act. The undersigned vide Companies (Amendment) Act, 2019 is entrusted to adjudicate penalties under section 118 of the Companies ACT, 2013 with effect from 02.11.2018.
2. Company:
KUDOS FINANCE AND INVESTMENTS PRIVATE LIMITED (U65910PN2009PTC148795) (herein after referred as Company) is a registered company with this office under the provisions of section 3(1)(iii) of the Companies Act, 1956 having its registered office as per MCA21 Registry at address “C/o, EFC Limited, 7th Floor, East Wing, Marisoft-3, Marigold Premises, Kalyani Nagar, Pune, Maharashtra,411014,India.”
3. Facts about the Case:
a) In terms provisions of section 118 (10) Companies Act, 2013, “Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government;
b) In terms of the provisions of section 118(11) of the Act, If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees; in the instance case, as per examination of records it is seen that the company has not numbered Board Meeting and the pages in the minute book of the company and Minutes book are not signed by the Chairman, further, the minute book of the Company is not paginated at all.
c) Accordingly, the adjudication officer has issued adjudication notice vide ROCP/ADJ/Sec-118/22-23/2238-2244 dated 10.02.2023 (herein after referred as Adjudication Notice) under Section 454(4) read with 118 of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2019, vide notice no. ROCP/ADJ/Sec-118/22-23/2238-2244 dated 10.02.2023 to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a & b” above;
d) A reply to the Adjudication notice has been received on 25.02.2023 from the company and its Directors stating that owing to lack of knowledge on the part of the Company and lack of necessary professional guidance on the part of all its directors (Past and Present), the non-compliance of Section 118(10) of the companies Act, 2013 read with Clause 7.1.4.of the Secretarial Standard-1 (SS-I) have occurred.
e) Further, under section 454(4) of the Act read with Rule 3(2) of the Companies (Adjudication Of Penalties) Rules, 2014, Noticee(s) were given an opportunity to submit a reply by issuing an Adjudication Notice vide ROCP/ADJ/ Sec-118/22-23/2238-2244 dated 10.02.2023 (herein after referred as Adjudication Notice) to why the penalty should not be imposed under the provisions of 118(11) of the Act against the Company and its officers in default for the above stated violations.
4. Relevant provisions of the Companies Act, 2013:
Section 118(10) of the Act provides that “Every company shall observe secretarial standards with respect to general and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government;
Section 118(11) of the Act provides that If any default is made in complying with the provisions of this section in respect of any meeting, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees;
5. ORDER:
a. The applicant company and its officers, who have defaulted the provisions of section 118(10) of the Act for not numbering Board Meeting and the pages in the minute book of the company and Minutes book are not signed by the Chairman, further, the minute book of the Company is not paginated at all.
b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 118(10) of the Act:-
|
Sl.No. |
Penalty imposed on company/ director (s) | Penalty Impose (In Rs) |
| 1 | Kudos Finance And Investments Private Limited | Rs. 25,000/- |
| 2 | Pavitra Pradip Walvekar | Rs. 5000/- |
| 3 | Swati Jindal | Rs. 5000/- |
| 4 | Naresh Vigh | Rs. 5000/- |
| 5 | Audumbar Dattatray Raut | Rs. 5000/ – |
c. I am of the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
d. The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.
e. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs 100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, 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 Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.
f. Your attention is also invited to section 454(8)(ii) of the Act regarding consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.
g. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to KUDOS FINANCE AND INVESTMENTS PRIVATE LIMITED and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.
(Mangesh Jadhav, ICLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune
