The adjudication order issued by the Registrar of Companies, Maharashtra, Pune, under Section 454(3) read with 101(1) of The Companies Act, 2013, pertains to Longcheng Composites Private Limited’s violation of statutory requirements regarding the calling of a general meeting.
The order outlines the appointment of the Adjudicating Officer and provides relevant legal provisions empowering the officer to adjudicate penalties under the Companies Act. Longcheng Composites Private Limited, a registered company with its office in Pune, Maharashtra, is identified as the subject of the adjudication.
The violation in question relates to the calling of an Extraordinary General Meeting (EOGM) without providing the requisite notice period as mandated by Section 101(1) of the Companies Act, 2013. The company failed to adhere to the statutory requirement of giving not less than twenty-one days’ notice for calling a general meeting, or obtaining consent from the majority of members entitled to vote for a shorter notice period.
Despite being given an opportunity to respond to the allegations, the company’s reply was deemed unsatisfactory, leading to the issuance of an adjudication notice. No further physical hearings were deemed necessary, as the violation had been established during the inquiry process.
The Adjudicating Officer imposed penalties on the company and its officers in default as prescribed by Section 450 of the Act. The penalties were calculated based on the number of days of default, with a maximum penalty limit imposed for the violation. The total penalty amounts were Rs. 2,00,000 for the company and Rs. 50000 each for individual officers.
The order emphasizes that the penalties imposed are commensurate with the failures committed and directs the company and its officers to pay the penalties through the Ministry of Corporate Affairs portal. It also provides instructions for filing an appeal against the order and highlights the consequences of non-payment within the prescribed time limit.
Additionally, copies of the order are to be sent to Longcheng Composites Private Limited, all directors/officers in default, the Office of the Regional Director (Western Region), and the Ministry of Corporate Affairs in New Delhi, as per relevant rules and amendments.
In summary, the adjudication order serves as a legal directive imposing penalties on Longcheng Composites Private Limited and its officers for violating provisions related to the calling of a general meeting under the Companies Act, 2013.
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OFFICE OF THE
REGISTRAR 0F” COMPANIES
MAHARASTRA PUNE
MINISTRY OF CORPORATE AFFAIRS
GOVERNNIENT OF INDIA
Order No. ROCP/ADJ/ Sec-101(1)/ (JTA(B)/ 24-25 /422/425 Date:28 MAY 2024
ADJUDICATION ORDER
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Adjudication Order of penalties in the matter of LONGCHENG COMPOSITES PRIVATE LIMITED (U25190PN2019FTC183423) under Section 454(3) read with 101(1) of The Companies Act, 2013 read with rule 3(2) Of Companies (Adjudication Of Penalties), 2014 As Amended in Amendment Rules, 2019 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 Subsection (1) of Section 101 and Section 450 of the Companies Act, 2013.
- Gazette Notification of Ministry of Corporate Affairs vide No. A42011/ 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.
- Companies (Amendment) Act, 2020, w.e.f. 21.12.2020
In respect of:
Longcheng Composites Private Limited having CIN U25190PN2019FTC183423 is a company governed by the provisions Act and registered with this office having its office – PAP-K-1/1, 1/2 Chakan MIDC Phase 2, Khed, Pune, Maharashtra, 410501, India.
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 450 of the Companies Act, 2013 w.e.f. 21.12.2020.
2. Company:
Longcheng Composites Private Limited (U25190PN2019FTC183423) (herein after referred as Company) is a registered company with this office pursuant to sub-section (2) of section 7 of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014 having its registered office as per MCA21 Registry at address “PAP-K-1/ 1, 1/2 Chakan MIDC Phase 2, Khed, Pune, Maharashtra, 410501, India.”
3. Relevant provisions of the Companies Act, 2013:
Section 101(1) of the Act provides that (1) A general meeting of a company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode in such manner as may be prescribed: Provided that a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent. of the members entitled to vote at such meeting.
Section 450 of the Act provides that If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.
4. Facts about the Case:
a) An Inquiry into the affairs of the company was conducted by the IO and during the Inquiry and examination of records it has been observed that As per the provisions of proviso to section 101(1) of the Companies Act, 2013, ‘a general meeting may be called after giving shorter notice, if consent in writing or by electronic mode is accorded thereto by members of the company holding majority in number of members entitled to vote and who represent not less than ninety five percent of such part of paid-up share capital’. As per records, notice of EOGM attached to Form MGT-14 filed vide SRN H85436137 dated 28.08.2019, is issued on 24.08.2019 for EOGM to be held on 24.08.2019 at 02.00 pm and consent for shorter notice, in writing or electronic mode was not furnished. Hence, the company and directors have violated provisions of section 101(1) of the Companies Act, 2013 and are liable for action under section 450 of the Act.
b) A reasonable opportunity was given to the company and its directors vide order under section 206(4) of the Companies Act, 2013 vide letter no. ROCP/INQ/2021/1982 to 1983 dated 11.02.2022. However, the reply submitted by the Company was not satisfactory and the competent authority has directed to adjudicate the matter.
c) Accordingly, the adjudication officer has issued adjudication notice vide No. ROCP/ADJ/Sec-101(1)/(JTA(B)/23-24/17(i)/2777 to 27779 dated 31.03.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 101(1) of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2019, 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) No reply to the Adjudication notice has been received from the company or any of the directors,
e) Hence, as the said violation has already been concluded by JO during the course of Inquiry :- no further hearing in physical is required to ascertain the violation of the said section.
Furthermore, the Noticee(s) are at liberty to file appeal against this order as per Para. 5.(e) of this order. Hence the Order-
5. ORDER:
a. The applicant company and its officers, who have defaulted the provisions of section 101(1) of the Act as under-.
As per examination of records it has been observed that As per the provisions of proviso to section 101(1) of the Companies Act, 2013, ‘a general meeting may be called after giving shorter notice, if consent in writing or by electronic mode is accorded thereto by members of the company holding majority in number of members entitled to vote and who represent not less than ninety five percent of such part of paid-up share capital’. As per records, notice of EOGM attached to Form MGT-14 filed vide SRN H85436137 dated 28.08.2019, is issued on 24.08.2019 for EOGM to be held on 24.08.2019 at 02.00 pm and consent for shorter notice, in writing or electronic mode was not furnished. Hence, the company and directors have violated provisions of section 101(1) of the Companies Act, 2013 and are liable for action under section 450 of the Act;
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 101(1) of the Act:-
| Violation of Section of the Companies Act, 2013 | Company/Officers to whom penalty imposed | No. of Days in defau it* | Penalty For defaults (Rs.) as Per Section -450 of
the Act |
Total Penalty (Rs.) | Penalty Imposed (Rs.) as per Maximum Penalty |
| Section
101(1) |
Longcheng Composites Private Limited | 1136 | 10000+1000 /per day | 10000+1000 x 1136
=1146000 |
₹2,00,000/- |
| Rajesh Bhagwant | 1136 | 10000+1000 /per day | 10000+1000 x 1136
=1146000 |
₹50,000/- | |
| Chao Tan | 1136 | 10000+1000 /per day | 10000+1000 x1136
=1146000 |
₹50,000/- |
(* No of days have been calculated from 21.12.2020 (The date of Companies Amendment Act, 2020 w.e.f. 21.12.2020) to till date of Adjudication Notice, i.e.,31.01.2024)
a. I am of the opinion that the penalty so imposed is commensurate with the aforesaid failure committed by the notice(s). The delay in issuance of order is on account of other admin work.
b. 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.
c. 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.
d. 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.
e. 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 Longcheng Composites 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
