MINISTRY OF CORPORATE AFFAIRS GOVERNMENT OF INDIA
Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, ‘E’- Wing,
560 034 / Koramangala, Bengaluru – 560 034
080-25537449/25633105
E-mail ID :roc.bangalore@mca.gov.in
F.No.ROCB/ Adj.454-161/Chaitanya/Co.No.49494/2022/SRN100074518
Date: 05.07.2022
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITESI RULES 2014 FOR VIOLATION OF PROVISIONS OF SECTION 161 OF THE COMPANIES ACT 2013 BY M/S CHAITANYA INDIA FIN CREDIT PRIVATE LIMITED
1 Whereas the company, CHAITANYA INDIA FIN CREDIT PRIVATE LIMITED was incorporated on 31.03.2009 under the jurisdiction of Registrar of Companies, Bangalore. The registered office of the company is presently situated at No.145, 2nd Floor, NR Square, 1st Main Road, SIRSI Circle, Chamrajpet, Bangalore —560018 , Karnataka.
2 Whereas the provisions of Section 161(1) of the Companies Act, 2013 stipulates that The articles of a company may confer on its Board of Directors, the power to appoint any person, other than a person who fails to get appointed as a Director in general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.
3 Whereas the company has filed its Adjudication Application on 23.12.2021. Under the caption, “Nature of Contravention”, the following issues are mentioned:-
(a) The company had appointed Mr. Sachin Barisal as the Managing Director and CEO of the Company (KMP) vide its Board Resolution dated 27.2.2020 for a period of five years from March 6 2020.
(b) However, by inadvertence, the Board had omitted to co-opt him as Additional Director before appointing him as Managing Director.
(c) 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 18.8.2020 was omitted to be obtained.
(d) As a result, the said director is deemed to have vacated his office with effect from 18.8.2020 in terms of Section 161 of the Act.
(e) However, the company did not notice this omission till 18.10.2021. Immediately, the company at 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.
4 Considering the above facts about Board resolution, it is noticed that the company has violated the provisions of Section 161 from 06.03.2020 to 18.10.2021 The delay in compliance of the provisions is 591 days.
5 Whereas as per the provisions of Section 172 of the Companies Act, 2013 , if a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees , and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
6 Whereas the matter was heard on 24.05.2022. Dr. CV Madhusudhanan PCS, KSR& CO, attended the hearing and submitted the facts of the case.
7 Accordingly, the undersigned, in exercise of the powers vested to him under Section 454 (3) of Companies Act 2013, I hereby impose the penalty as under:-
|
S.No. |
Particulars | Period of Default | Total Penalty (Rs.) |
| 1 | Chaitanya India Fin Credit Private Limited | 06.03.2020 to 18.10.2021
Restricted to Rs. 3,00,000/- |
3,00,000/- |
| 2 | Mr. Anand Rao, Managing Director | 06.03.2020 to 18.10.2021
(50000 + (500 x 591) = 345500) Restricted to Rs. 1,00,000/-) |
1,00,000/- |
| 3 | Mr. Sachin Bansal, CEO(KMP) | 06.03.2020 to 18.10.2021
(50000 + (500 x 591) = 345500) Restricted to Rs. 1,00,000/-) |
1,00,000/- |
| 4 | Mr. Srinivasan CV, CFO (KMP) | 06.03.2020 to 18.10.2021
(50000 + (500 x 591) = 345500) Restricted to Rs. 1,00,000/-) |
1,00,000/- |
| 5 | Mr. Dimple Shah, Company Secretary | 06.03.2020 to 18.10.2021
(50000 + (500 x 591) = 345500) Restricted to Rs. 1,00,000/-) |
1,00,000/- |
| 6 | Mr. Abhik Sarkar, CFO (KMP) | 06.03.2020 to 18.10.2021
(50000 + (500 x 591) = 345500) Restricted to Rs. 1,00,000/-) |
1,00,000/- |
| 7 | Mr. Ankit Agarwal, Additional Director | 06.03.2020 to 18.10.2021
(50000 + (500 x 591) = 345500) Restricted to Rs. 1,00,000/-) |
1,00,000/- |
| 7 | Mr. Anup Kumar Gupta, Company Secretary | 06.03.2020 to 18.10.2021
(50000 + (500 x 591) = 345500) Restricted to Rs. 1,00,000/-) |
1,00,000/- |
| Total | 10,00,000/- |
I hereby direct that they shall pay the penalty amount from their own sources through MCA 21 portal within 60 days from the date of receipt of order. The company need to file INC-28 as per the provisions of the Act, attaching copy of adjudication order along with payment challans.
8 Whereas sub-section (5) of section 454 of the Companies Act, 2013 provides that 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.
9 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 received by the aggrieved person and shall in such form, manner and be accompanied by such fees as may be prescribed.
10 Please note that as per Section 454(8)(i), where a 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 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. In case of default in payment of penalty, prosecution will be filed under section 454(8)(i) and (ii) of the Companies Act 2013 without any further notice:”
(C V SAJEEVAN)
REGISTRAR OF COMPANIES,
KARNATAKA.
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