Penalty of Rs. 4.54 Lakhs levied on late filing of Form DIR 12 [Read Order]

The Registrar of Companies in the matter of SAILOR EXPORTS LIMITED has levied the Penalty of Rs. 4.54 Lakhs on late filing of Form DIR 12.

The Company SAILOR EXPORTS LIMITED having CIN: U63021MP1995 PLC010258, (hereinafter referred to as “company”) is a registered company with this office under the provisions of Companies Act, 1956 having its registered office situated at 179/3 Patthar Mundla Road, Palda, Indore, Madhya Pradesh, 452001, India, Ist Floor, 6/2, Nayta Mundla Road Nemawar Road Palda, Indore, Madhya Pradesh, 452020, India, as per the MCA21 Registry.

Facts about Case:

The company has appointed Mrs. Sunita Nagrani as a women director with effect from 22.08.2022 before the date of the auditor report i.e., 03.09.2022 through the meeting of shareholders of the company held on 22.08.2022. However, the company has filed DIR-12 vide SRN AA2038179 on 19.04.2023 for the appointment of women director Mrs. Sunita Nagrani. As company has filed the form DIR-12 after the expiry of thirty days from the appointment of women director. Thus, the company and its officers in default have violated the provisions of section 170(2) of the Companies Act, 2013 and are liable for penal action under section 172 of the Companies Act, 2013.

Accordingly, this office had issued a show cause notice for violation of section 1 70 of the Companies Act, 2013 to the company and its officer who is in default vide letter no. ROC-G/ Adj.Pen./Sec.170/SEL/ A T/2023/2705-2708 dated 30.11.2023. The company has submitted its reply dated O 1.12.2023, which is received on 04.12.2023. The company in its reply stated that this office has already passed adjudication order dated 02.06.2023 against the company and its officer who is in default for violation of section 149(1) of the Act, i.e., for non-appointment of women director in the company and requested this office to dispose off the adjudication proceedings as the company has complied the provisions of the Act. Reply dated 01.12.2023 submitted by the company is not satisfactory, as both the sections i.e., section 149(1) and section 170(2) of the Act are different sections. In this matter, the company has delayed file the Form DIR-12 vide SRN AA2038179, i.e., after expiry of 30 days of appointment of women director on 22.08.2022 and violated the provisions of section 170(2) of the Act and is liable for penal action under section 172 of the Companies Act, 2013.

Thereafter, “Notices of Inquiry” vide letter No. RoC-G/Adj.Pen./Sec.170/SEL/AT/ 2023/2747-2750 dated 06.12.2023 were issued to the Company and its officer who is in default as per [Rule 3(3), Companies (Adjudication of Penalties) Rules 2014] and the date of hearing was fixed on 19.12.2023 at 11.30 A.M in the Office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A block-III floor, Jayendraganj, Gwalior, Madhya Pradesh.

No representative of the Company or Directors have appeared on the date so fixed 19.12.2023 at 11.30 A.M. As, no one appeared, Hence, as per Rule 3(8), Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded ex-parte.

Order:

Having considered the facts and circumstances of the case and after taking into account the factors above and Notice dated 30.11.2023 and 06.12.2023 issued by ROC, Gwalior and submission submitted by the company it is concluded that the company and its officers in default are liable for penalty of Rs.4.54 Lakhs as prescribed under Section 172 of the Act for default is made in complying with the requirement of Section 170(2) of the Act. viz. SAILOR EXPORTS LIMITED. The period of default is being reckoned from the date 22.09.2022 i.e., after the expiry of 30 days of the appointment of women director on 22 .08.2022. The period of default would continue till the filing of form DIR-12 vide SRN AA2038179 on 19.04.2023. (This period is referred as default period) Therefore, the default period is 208 days (from 22.09.2022 to 18.04.2023).

Your attention is also invited to Section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, the company shall be punishable with a fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and officer in default 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 both.

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