ROC imposes penalty of Rs. 21,00,000 for Non-Appointment of CS

The Registrar of Companies (ROC) in the matter of FIRST DATA (INDIA) PRIVATE LIMITED has imposed penalty of Rs. 21,00,000 for Non-Appointment of CS.

The Company FIRST DATA (INDIA) PRIVATE LIMITED [herein after known as Company] is registered with this office under the provisions of Companies Act, 1956 having its registered address at 74, Kalpataru Square, Off Andheri Kurla Road, Kondivita Lane, Andheri (East), Mumbai City, Mumbai, Maharashtra, 400 059, India as per the MCA portal.

Fact About Case:

The Company has filed suo-moto application for adjudication of violation of the provisions of Section 203 of the Companies Act, 2013 read with Rule 8A of Companies (Appointment of Company Secretary) on 04.05.2020, due to the difficulty in finding a suitable candidate which led to delay of 66 months and 10 days.

The representatives of the Company stated that the company was required to appoint Whole time Company Secretary w.e.f. 24.10.2014. However, the Company appointed the Whole­time Company Secretary on 04.05.2020 only. Hence, there is a violation of provisions of Section 383A of Companies Act, 1956 and Section 203 of the Companies Act, 2013.

Delay in filing up the casual vacancy in the office of whole time key managerial personnel was caused due to the difficulty in finding a suitable candidate. Further, the authorized representative submitted that there was no mens rea and default was committed due to unavoidable circumstances, having no mala fide intention and the default is not of such a nature as to prejudice the interest of members or creditors or others dealing with the Applicant Company. It was committed due to unavoidable circumstances. Application is being filed suo moto by the Applicant Company and its officers in default to rectify the non-compliances pertaining to Section 203 of the Companies Act, 2013.

However, the presenting officer referring to the Companies (Amendment) Ordinance, 2019 dated 12.01.2019 which came into effect from 02.11.2018 stated that the period of default from 24.10.2014 to 01.11.2018 is compoundable in nature, henceforth such period shall not be made part of adjudication and the same need to be compounded accordingly with the appropriate authority u/s 441 of the Companies Act, 2013.

Order:

Having considered the facts and circumstances of the including representations made by the company, officers in default and the presenting officer, hereby impose penalty of Rs. 21 Lakh on the company and every director and key managerial personnel of the company who is in default as per the table below for violation of provisions of Section 203 of the Companies Act, 2013 for delay of 548 days.

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 which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both. Regarding consequences of non-payment 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 or 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.

For Official Order Download PDF Given Below: