Reetu | Sep 15, 2023 |
ROC amends Penalty for Delay in MGT-14 Submission for MD Re-appointment
a) In terms provisions of section 117(1)of the Companies Act, 2013, a copy of every resolution or any agreement, in respect of matters specified in subsection 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;
b) WHEREAS the company has filed Suo-moto application for the adjudication and it is seen that the company was required to file the Board Resolution in Form MGT-14 for re-appointment of Mrs. Sandeepa Ravindra Kanitkar as the Managing Director latest by 23.07.2022. However, the company has not filed the Form MGT-14 within stipulated time as prescribe in Act. Further, the form was filed on 15/03/2023 with the delay of 235 days.
c) Accordingly, the adjudication officer has issued adjudication notice vide ROCP / ADJ /Sec-117(3)(c) / JTA(B)/23-24 / 1178 to 1179 dated 03.08.2023 (herein after referred as Adjudication Notice) under Section 454(4) read with 117 of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2020, to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a & b” above;
d) A reply to the Adjudication notice has been received on 18.08.2023 from the company and its director stating that due to inadvertence, the company could not file MGT-14 within the prescribed period and it was filed on 15.03.2023.
a. The applicant company and its officers, who have defaulted the provisions of section 117(3)(c) of the Act for non-filling Form MGT-14 within stipulated time as prescribe in Act and are liable for penalties under section 117(2) of the Act ;
b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and having considered the facts and circumstances of the case besides submissions made by the Noticee(s) and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r /w General Circular No. 1 /2020 dated 02.03.2020.
c. Furthermore, as seen from the financial statements of the company and the criteria prescribed, the company falls under the definition of small company as per the provision of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the provision of section 446B of the Companies Act 2013 shall be applicable in this case.
d. Criteria of Small Company:- As per the Section 2(85) of the Act, and for the purposes of sub-clause (i) and sub-clause (ii) of clause (85) of Section 2 of the Act, paid up capital and turnover of the small company shall not exceed rupees Two crore and rupees Twenty crore respectively.
e. Facts about Small Company:- As per the Form MGT-7A vide, SRN F56946288 dated 12.01.2023 for the FY year endeq 31.03.2022, the paid-up share capital of the Company is 1,385,035 & turnover of the Company is 141,229,489. Hence, the said company falls under the definition of small company as per the provision of section 2(85) of the Companies Act, 2013.
In the opinion of above mentioned facts, the penalty of Rs.33,500 has imposed, is commensurate with the aforesaid failure committed by the notice(s).
The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3 (14) of Companies (Adjudication Of Penalties) Rules, 2014.
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