Violation of Section 149(4) of Companies Act: MCA imposes Rs. 14 Lakh Penalty

The Registrar of Companies, Punjab and Chandigarh, issued an order under Section 454 of the Companies Act, 2013, for the violation of Section 149(4) by Quadrant Future Tek Limited. The company failed to appoint independent directors as mandated by law for a period spanning 777 days, from January 21, 2022, to March 8, 2024. Under Section 149(4) read with Rule 4(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, public companies with a paid-up capital of ₹10 crore or more, or turnover exceeding ₹100 crore, must have at least two independent directors. The company corrected its default by appointing independent directors on March 8, 2024, and applied for adjudication of penalties.

The Registrar imposed penalties on the company and its directors, including a maximum fine of ₹3 lakh on the company and ₹1 lakh on each of the directors. The adjudicating officer considered factors such as the size of the company, the nature of the default, and public interest in determining the penalties. The company’s officer in default, Mr. Mohit Vohra, and other directors were held accountable, with penalties calculated based on the duration of non-compliance. The order permits the company and its officers to appeal the decision within 60 days to the Regional Director, Northern Region, Ministry of Corporate Affairs.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES
PUNJAB AND CHANDIGARH,
CORPORATE BHAWAN
PLOT NO.4-B, SECTOR 27B, CHANDIGARH PHONE
NO.172-2639415, 2639416

Order No. ROC-CHD/621 to 633 Dated: 24/09/2024

Order under Section 454 for Violation of Section 149(4) read with Section 172 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014

IN THE MATTER OF M/S. QUADRANT FUTURE TEK LIMITED
CIN: U74999PB2015PLC039758

1. Appointment of Adjudicating Officer

The Ministry of Corporate Affairs vide its gazette notification no S0.831(E) dated 24.3.2015, has appointed the undersigned as Adjudicating Officer (AO) in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

2. Company

Quadrant Future Tek Limited (herein after referred to as “the company”) is a company registered with this office under the Provisions of the Companies Act, 2013 (or previous Acts in force, as applicable) having its registered office situated at Village Basma Tehsil Banur, Distt Mohali, NA, Mohali, Punjab, 140417, India . The financial and other details of the subject company for immediately preceding financial year as on 31.03.2023 available on MCA-21 Porta: is as under:

3. RELEVANT PROVISIONS OF THE COMPANIES ACT, 2013 WHICH ARE APPLICABLE IN THE PRESENT CASE

Provision of Section 149(4) of the Companies Act, 2013 read with Rule 4(1) of the Companies (Appointment and Qualification of Directors) Rule, 2014 as under: –

“As per Section 149(4) of the Companies Act, 2013, every listed public company shall have at least one-third of the total number of directors as independent directors and the Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies and as per Rule 4(1) of the Companies (Appointment and Qualification of Directors) Rule, 2014, the following class or classes of Companies shall have at least two directors as independent directors- (i) the public Companies having paid up share capital of ten crore rupees or more; or (ii) the public Companies having turnover of one hundred crore rupees or more; or (iii) the public Companies which have, in aggregate, outstanding, loan, debentures and deposits, exceeding fifty crore rupees”.

Provision of Section 172 of Companies Act, 2013 is as under:-

“Section 172 of the Companies Act, 2013 provides for penalty, 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 thousands 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 company and one lakh rupees in case of an officer who is in default.”

4. Rule 3(12) of Companies (Adjudication of Penalties) Rules, 2014

While adjudging quantum of penalty, the adjudicating officer shall have due regard to the following factors, namely.-

a) size of the company

b) nature of business carried on by the company,

c) injury to public interest,

d) nature of the default,’

e) repetition of the default,’

f) the amount of disproportionate gain or unfair advantage, wherever quantifiable, made as a result of the default: and

g) the amount of loss caused to an investor or group of investors or creditors as a result of the default.

Provided that, in no case, the penalty imposed shall be less than the minimum penalty prescribed, if any, under the relevant section of the Act.

5. FACTS ABOUT THE CASE

The Company and its directors have filed Suo-moto application under Section 454 of the Companies Act, 2013 before the Registrar of Companies, Chandigarh for adjudication of penalties for an offence under Section 149(4) of the Companies Act, 2013 read with Rule (1) of the Companies (Appointment and Qualification of Directors) Rule, 2014 for period from 21.01.2022 to 8t^h March, 2024 which counts to 777 days .

Thus, it is evident that company has violated the provisions of Section 149(4) of the Companies Act, 2013 as above and Default has been made good on 08.03.2024 by appointing Independent directors. Sh. Girish Madan (Practicing Company Secretary) appeared before the Adjudicating Officer and requested to impose lesser penalties as Sh. Mohit Vohra was appointed as Officer in default w.e.f. 01.03.2024.

6. ADJUDICATION OF PENALTY:

Now in exercise of the powers conferred on the undersigned vide Notification dated 24th March 2015 and having considered the application submitted by the company filed vide SRN AB0084419 dated 04.09.2024 & request of the PCS Sh. Girish Madan to impose penalty only on Sh. Mohit Vohra (Officer in default). This request cannot be considered as he was appointed as officer in default w.e.f. 01.03.2024. I hereby impose the penalties on the company, promoters and directors as under:

9. I am of this opinion that penalty is commensurate with the aforesaid failure committed by the addressees and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/income. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.

10. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi, 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(5) & 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].

11. 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, and

(ii) in case of an officer of a company who is in default, 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.

12. In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to the following as under: –

(Kamna Sharma)
Registrar of Companies & Adjudication Officer
Punjab & Chandigarh