CS, Director and CFO Penalised for Non-Filing of MGT-14

The Ministry of Corporate Affairs (MCA) in the matter of Stanley Lifestyles Limited has penalised the CS, Director and CFO for Non-Filing of MGT-14.

The company, Stanley Lifestyles Limited (hereinafter referred to as Company) having CIN: U19116KA2007PLC044090 was incorporated on 11.10.2007 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is situated at Sy.No.16/2 and 16/3 Part, Hosur Road, Veerasandra Village, Attibele Hobli, Anekal Taluk, Bangalore – 560100.

The company has filed three suo-motu adjudication applications on 07.09.2023 wherein it was submitted by the company that three resolutions were passed by the company which ought to have been filed in e-form MGT-14 as per the provisions of section 117(1) of the Act which have been missed out inadvertently.

As per section 117(1) of the Act, a copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner, and with such fees as may be prescribed. As per Rule 24 of Companies (Management and Administration) Rules, 2014, a copy of every resolution or any agreement required to be filed, together with the explanatory statement under section 102, if any, shall be filed with the Registrar in Form No. MGT-14 along with the fee.

Pursuant to the adjudication applications filed by the company, Notices of hearing were sent on 15.11.2023 and a physical hearing was held on 05.12.2023. It was attended by Ms. Kalaivani Sand Mr. Akash Shetty, practicing company secretaries who appeared on behalf of the company and its officers in default and made submissions as stated out in the application. The authorised representative was asked to provide the details of the offences as to whether they have been made good, and a written submission was made on the date of the hearing itself stating that MGT-14 forms have been filed for all the three resolutions under consideration on 13.10.2023 vide SRNs AA5846094, AA5839827 and AA5844698 respectively.

As per section 117(2) of the Act, stipulates that if any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakhs rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.

It is seen that the company is a public limited company and hence does not fall under the definition of a small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provisions of imposing lesser penalties as per section 446B of the Act shall not be applicable in this case.

Therefore, having considered the facts and circumstances of the case and the submissions made by the company and directors through their authorised representatives, in view of the above said violation of section 117(1) of the Act, in exercise of the powers vested under section 454(3)(a) of the Companies Act 2013, hereby a penalty of Rs.924,700 imposed on the company and the directors/officers who were in default of the offence committed.

The company and its directors/ key managerial personnel are hereby directed to pay the penalty amount as tabulated above within 90 days from the date of receipt of this Order and file Form INC-28 attaching a copy of the Order and payment challans. In case of directors, such a penalty amount is required to be paid out of their own funds. The noticee shall pay the said amount of penalty online by using the website (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.

For Official Order Download PDF Given Below: