Violation of Section 134(2), 134(3) & 134(7) of Companies Act, 2013 – MCA imposes Penalty

Ministry of Corporate Affairs issued an order for penalties under Section 454 of the Companies Act, 2013, against Draeger India Private Limited. The company has been found in violation of Section 134(2), 134(3), and 134(7) of the Companies Act, 2013, for non-compliance during their annual general meeting held on June 27, 2022. The appointed Adjudicating Officer, Benudhar Mishra, has imposed penalties on the company and its officers in default. The company is liable to pay a penalty of Rs. 3,00,000, while the managing director and company secretary are each liable to pay a penalty of Rs. 50,000. The company and officers in default are required to pay the penalties through the Ministry of Corporate Affairs’ portal within 30 days of receiving the order

GOVERNMENT OP INDIA
MIINISTRY  OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES

No. ROC(M)/RS/ADJ/ORDER/178657/2553 to 2561/111 Dated: 30 MAY 2023

Order for Penalty under Section 454 for violation

Section 134 of the Companies Act, 2013

IN THE MATTER Or DRAEGER INDIA  PRIVATE LIMITED

(CIN: U51507MT120134FTC14399li

Adjudicating Officer: – Benudhar Mishra, ICLS, ROC, Mumbai Maharashtra.

Authorized person on behalf of Company: – Shri Devesh Vasisht, Practicing Company Secretory.

Appointment of Adjudication Officer: –

Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad. II dated 24.03.2015 appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (herein after known as Act) rand with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

1. Company: –

Whereas the Company DRAGGER INDIA PRIVATE LIMITED [herein after knomt as Company] is a registered company with this office under the provisions of Companies Act, 195.5 having its registered address – 10th Floor, Commerz 2, International Business Park °Semi Garden City Opp Western Express Highway, Gorcgaon East Mumbai MH 400063, India, as per the MCA portal.

2. Facts about the Case: –

The company has filed application for adjudication for violation of provision of Section 134 (2). 134(3) and 134(7) of the Companies Act, 2013 As the company has not complied the provision of section 134 (2), 134(3) and 134(7) of the Companies Act, 2013 at the time of annual general Meeting held on 27^th June 2022. it is resulted in violation of provisions of Section 134 (2), 134(3) arid 134(7) of the Companies Act, 2013 of the Companies Act, 2013

3. Section 131 (2), 134(3),134(7) and 134 (8) of the Companies Act, 2013 are reproduced as under:

Section134. Financial statement, Board’s report, etc. 134 (2) The auditors’ report shall be attached to evetyllnancial statement 134 (3) There shall be attached to statements laid before a company in general meeting a report by its Board of Directors.

134 (7) A signed copy of every financial statement, including consolidated financial statement. if any. shall be lssuett circulated or published along with a copy each of-

(a) any notes annexed to or forming par: of such financial statement:

(b) the auditor’s report; and

(c) the Board’s report referred to in sub-section (3).

Penal Section reproduce as muter: –

134 (8) If  a company is in default in complying with the provisions of this section. the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.

4. Factor in he considered by the Adjudication Officer: –

Whereas this office has received application from the Company, for adjudication of penalties under Section 454 of the Companies Act, 2013 for violations of Section134 of the Companies Act, for non­compliance of above-mentioned section 2013 at the time of annual general Meeting held on 27th June 2022.

Therefore, the undersigned in exercise of power conferred under sub section 3 of Section 454 of the Companies Act, 2013 had issued hearing notice dared 21.03.2021 to the Company and officers in default for giving an opportunity to be heard and for submission in the matter. if any. Meanwhile this office had received letter dated 21.3.2023 from Mr. Devesh Vasisht, Authorised representative of the Company for urgent hearing required on 21.3.2023. Accordingly, hearing was allowed with authorized representative of the Company on 213.2023 at 1:00 p.m. to adjudicate and pass necessary order for adjudicating the penalty as per the provisions of the Companies Act, 2013. During the Hearing authorised representative stated that the penalty is not to be imposed on Mr. Vijay Jain as per General Circular No. 1/2020 dated 2/312020 of Hon’ble Ministry-

Shri Devesh Vasisht Practicing Company Secretory and authorized representative during hearing submitted that proper AGM was held by Company on 9/11/2022 for the year ended on 31/13/2021. The default under section 134(2), 134(3) and 134(7) related to the AGM which had been proposed to hold on 27/6/2022 wherein proper compliance could not be made which was subsequently rectified. In view of that penalty on the company and officer(s) in default aforesaid default may be imposed for the year ended on 31/12/2021.

5. Finding: –

The company had not complied the provision of section 134 (2), 134(3) and 134(7) of the Companies Act, 2013, accordingly. for the contravening the provision of section 134 of the Act. the Company and officers in default are liable to penalty for the noncompliance.

6. ORDER: –

a) Having considered the facts and circumstances of the case and after considering the factors above, 1 hereby impose a penalty on Company and every officer of the company who is in default as per table below for violation of provisions of section 134 of the Companies Act, 2013. I am of this opinion that, the penalty is commensurate with the aforesaid failure committed by the Notices.

b) The Noticee shall pay the said amount of penalty through “Ministry of Corporate Affairs’ portal and proof of payment be produced for verification within 30 days of receipt of this order.

c) Appeal against this order may be filed in writing with the regional Director (Western Region) within a period of sixty days from the date of receipt of this order in Form AD.’ setting forth the grounds of appeal and shall be accompanied by a certified copy of this order.

d) Your attention is also invited to section 454 (8) (ii) of the Companies Act, 2013, where an officer of a company who is in default does not pay the penalty 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 wt6ch shall not be less than twenty-five thousand rupees but which may extend to one lath rupees, or with both. Regarding consequences of non­payment of penalty within the prescribed time limit of ninety days from the date of receipt of this order in terms of the provisions of Section 454(8) (i) of the Companies Act 2013, where Company does not pay the penalty imposed by the adjudicating officer or the Regional Director 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 faith rupees.

e) Therefore, in case of default in payment ofpenalty, prosecution will be filed under Section 454(8)(i) and (ii) of the Companies Act, 2013 at your own costs without any further notice.

(Benudhar Mishra)

Registrar of Companies and Adjudicating Officer,

Maharashtra, Mumbai.