Ocean Pharmacoat Private Limited, a company registered in Telangana, faced penalties for violating Section 117 of the Companies Act, 2013. The violation occurred when the company failed to file the required e-form MGT-14 within the stipulated time after passing a Special Resolution to increase its authorized share capital at an Extraordinary General Meeting on March 26, 2022. The delay of 405 days, attributed to the absence of a proper Compliance Officer, led to penalties being imposed by the Registrar of Companies, Hyderabad. The company and its officers in default, including the Managing Director and Whole-time Director, were collectively fined ₹75,750. The company later complied by filing the required form on June 5, 2023, and sought adjudication for the delay. The order, issued on June 13, 2023, also outlined further consequences under Sections 454(5), (6), and (8) for non-compliance with the penalty order within 90 days, which could result in additional fines or imprisonment.
F.NO. ROCH/U24239TG2000PTC035341/TELANGANA/117 OF 2013/2023
BEFORE THE REGISTRAR OF COMPANIES, HYDERABAD
FOR THE STATE OF TELANGANA
2ND FLOOR, CORPORATE BHAWAN, THATTIANNARAM, G.S.I. POST, BANDLAGUDA,
NAGOLE, HYDERABAD-500 068
PETITION NO. ADJ. 117/ OF 2023
IN THE MATTER OF SECTION — 117 OF COMPANIES ACT 2013
AND
IN THE MATTER OF
M/S. OCEAN PHARMACOAT PRIVATE LIMITED
A Company incorporated under the Companies Act, 2013, CIN: U24239TG2000PTC035341, having its Registered office situated at Plot No. 44/1, Cooperative industrial Estate, Gandhi Nagar, Balanagar, Hyderabad – 50003, Telangana, India.
ORDER UNDER SECTION 454 FOR THE VIOLATION OF SECTION 117 OF COMPANIES ACT, 2013
1. Whereas M/s. OCEAN PHARMACOAT PRIVATE LIMITED (hereinafter referred as ‘Company’) is registered in the State of Telangana vide CIN No: U24239TG2000PTC035341 on 22.09.2000. having its registered office address at Plot No. 44/1, Cooperative Industrial Estate, Gandhi Nagar, Balanagar, Hyderabad – 50003, Telangana, has filed an suo moto application along with its officers in default u/s 117 (2) for adjudication of violation of section 117 (1) r/w section 454 of the Companies Act, 2013 (the Act) seeking necessary orders.
2. It is submitted by the applicants that at its Extra Ordinary General Meeting held on 26.03.2022 the company has passed a Special Resolution for increase of Authorised share capital and issue of equity share capital and that the company inadvertently and accidentally failed to file e-form MGT-14 with Registrar of Companies for the special resolution passed in this regard on or before 25.04.2022 due to non-availability of proper Compliance Officer. Accordingly, the aforesaid default was committed by the Petitioner company and its officers-in-default by failing to file e-form MGT-14 and thereby violated the provisions of section 117(1) of the Companies Act, 2013 during the period 26.04.2022 to 05.06.2023 and therefore liable for penalty u/s. 117(2) of the Companies Act, 2013. Further, the applicant company has filed GNL-1 vide SRN F61742615 dated 06.06.2023 and has prayed to pass an order for adjudicating the offence committed u/s 117 (1) of the Companies Act, 2013.
3. The applicant company has submitted that it has filed the required MGT-14 vide SRN AA2705360 dated 05.06.2023 and shall continue to comply with the requirements of the Companies Act, 2013 including Rules, Notifications, Circulars issued thereunder.
4. The company has Turnover of Rs. 38,78,80,000/- (Rupees Thirty-Eight Crores Seventy-Eight Lakhs Eighty Thousand only) and paid-up capital of Rs. 75,00,000/- (Seventy Five Lakhs only) as per the latest financial statements for the period ending on 31.03.2020 and not a subsidiary or holding company and as such is a small company as per section 2(85) of the Act.
5. Whereas Section 117 (2) of the Companies Act, 2013 contemplates the following:
“(2) If any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company 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 maximum of two lakh rupees and every officer of the company who is in default, including liquidator of the company, if any. shall 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 maximum of fifty thousand rupees.
6. After considering the submissions made in the application and the facts of the case it is proved beyond doubt that the company and the officers of the company have defaulted in complying the provisions under Section 117 (1) of the Act and with a delay of 405 days. In this regard, the company, and its officers in default (within the meaning of section 2 (60) of the Companies Act, 2013) are hereby directed to pay the following penalty from their own sources.
7. Having considered the facts and circumstances of the case besides oral submissions made by the representative of applicants at the time of hearing and after taking into the account the factors mentioned in the relevant Rules, I hereby impose a penalty on the company and its officers in default as per table below for the violation of Provision of Section 117 of the Companies Act, 2013 for the delay of 405 days.
| Name of the Company | Penalty as per Act. | Lesser Penalty u/s 446B of the Act for small company. | |
| On default | Penalty | ||
| M/s. OCEAN PHARMACOAT PRIVATE LIMITED (Represented by Mr. Lakshmana Swamy Balusu (Whole time Director)) | Rs.10 000/- And Rs.100/- per day subject to maximum of Rs.2,00,000/- for the delay of 405 days. | 10,000 + 40500 = 50,500/- | Rs. 25,250/- |
–
| Officer in Default | Penalty as per Act. | Lesser Penalty u/s 446B of the Act for small company | |
| On default | Penalty | ||
| Mr. Narendra Balusu (Managing Director) | Rs.10,000/- And Rs.100/- per day subject to maximum of Rs.50,000/- for the delay of 405 days. | 10,000 + 40500 50,500/- | Rs. 25,250/- |
| Mr. Lakshmana Swamy Balusu (Whole time Director) | Rs.10,000/- And Rs.100/- per day subject to maximum of Rs.50,000/- for the delay of 405 days. | 10,000 + 40500 50, 500/- | Rs. 25,250/- |
| Total Penalty | Rs. 75,750/- | ||
8. The penalty as indicated above, shall be paid within 30 days from the date of issue of this order by the defaulters (out of their own resources) and file e-Form INC-28, with the office of RoC, Hyderabad with copies of challan in proof of payment.
9. In this regard your attention is also drawn to the provisions of Section 454(5) and (6) which contemplates that:
“(5) Any person aggrieved by an order made by the adjudicating officer under sub-section (3) may prefer an appeal to the Regional Director having jurisdiction in the matter.
(6) Every appeal under sub-section (5) shall be filed within sixty days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person and shall be in such form, manner and be accompanied by such fees as may be prescribed.”
10. In this regard your attention is also drawn to the provisions of Section 454(8) (i) and (ii) of the Companies Act, 2013 which read as follows:
(i) Where company fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be, within a period of ninety days from the date of the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees, but which may extend to five lakh rupees
(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer 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.
Issued under my hand and seal on this the 13th day of June 2023.
(JOSEKUTTY V.E.)
REGISTRAR OF COMPANIES,
HYDERABAD
