ROC levies Penalty of Rs. 15 Lakhs for Non-Appointment of Company Secretary

The Registrar of Companies (ROC) in the matter of Dorin India Private Limited, has levied Penalty of Rs. 15 Lakhs on Company for Non-Appointment of Company Secretary.

The company viz. DORIN INDIA PRIVATE LIMITED (herein after known as ‘company’) has been incorporated on 21.03.2014 and having its registered office as per MCA21 Register address at C-356 ANSAL PIONEER PARK, BILASPUR-TAURU ROAD, BILASPUR, GURGAON, HARYANA, 122413, INDIA.

Facts About Case:

This office is in receipt of application on 31.03.2023 (GNL-1 F59976472 dated 28.03.2023) from the company and one director namely Mr. Keiichi lizuka regarding adjudication of penalties for default u/s 203 of the Act as company had appointed a whole time company secretary Mr. Anuprash Gupta only on 04.01.2021, despite the mandatory requirement.

It is observed that company (as on 02.11.2018) had a paid up capital of Rs. 39 crores and was required to appoint a whole time company secretary u/s 203 of the Companies Act, 2013 read with Rule BA of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments therewith.

That pursuant to Companies (Amendment) Act, 2019 (w.e.f. 02.11.2018) default u/s 203 has been decriminalized. Therefore, Adjudicating officer is considering for adjudication for the period 02.11.2018 to 04.01.2021 i.e. 794 days.

In view of above, SCN was issued on 30.05.2023 in response to which company submitted a reply on 15.06.2023.

In view of submissions made in reply, a hearing in the matter was scheduled for oral submissions on 12.09.2023, Sh. Luv Malhotra (PCS) and Sh. Anil Kumar Sah (PCS) Authorised representatives (AR) of the Company and Mr. Keiichi lizuka, Director of the company appeared for hearing and submitted as under:

a. A board resolution dated 20.06.2014 was passed (copy of the same was placed on record) which provided that the Board had authorized Mr. Keiichi /izuka as the Director responsible for compliances of various Indian laws including the Companies Act, 2013. Therefore, it was submitted that whatever penalties to be levied it must be levied upon Mr. Keiichi lizuka only.

b. Considering that the company had suffered losses in the past, it was prayed that a lenient view may be taken at the time of levying the penalties.

Adjudication of Penalty:

The default with regard to non-appointment of company secretary has already been admitted. As far as issue of officer in default is concerned, in the absence of non filing of e form GNL-3 and in view of the fact that both the directors have been shown as “Non-executive” in the filings made in Form-32, the liability of Mr. Tetsuji Akase would be at par with Mr. Keiichi lizuka. Accordingly, both the directors are officer in default. The subject company does not get covered under the purview of small company as defined u/s 2(85) of the Act. Hence, the benefit of section 4468 would not be applicable on the company.

Now in exercise of the powers conferred on me vide Notification dated 24th March, 2015 and having considered the reply submitted by the noticee (s) in response to the notice issued on 30.05.2023 and reply submitted on 15.06.2023 hearing held in the matter on 12.09.2023, hereby imposition of Rs. 15 Lakhs penalty on the company and its Directors for violation of section 203 of the Act.

The said amount of penalty shall be paid through on line by using the MCA website (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.

For Official Order Download PDF Given Below: