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2021 (2) TMI 1311 - Other - Companies LawDelay in appointment of Company Secretary of the company with a delay of 91 days - violation of the provisions of sub-section (4) of section 203 of Companies Act and rules made thereunder - HELD THAT - The company and its officers, who have defaulted the provisions of section 203(1) r/w 203(4) of the Act for non- appointment of Whole-Time Company Secretary are liable for penalties under section 203(5) of the Act w.e.f. 28th August, 2019 to 26th November, 2019 - the penalty so imposed is commensurate with the aforesaid failure committed by the Noticee(s). Attention is also invited to section 454(8)(ii) of the Act regarding consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act - In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent to Beam Global Spirits Wine (India) Private Limited and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi. Application disposed off.
Issues:
1. Appointment of Adjudicating Officer 2. Company's Non-Compliance with Section 203 of the Companies Act, 2013 Appointment of Adjudicating Officer: The Ministry of Corporate Affairs appointed the Adjudicating Officer under section 454(1) of the Companies Act, 2013, to adjudicate penalties. The Officer was entrusted to adjudicate penalties under section 203 of the Act from 02.11.2018. The appointment was made in accordance with the Companies (Adjudication of Penalties) Rules, 2014. Company's Non-Compliance with Section 203 of the Companies Act, 2013: The company failed to comply with the provisions of section 203(1) of the Act, which mandates the appointment of whole-time key managerial personnel, including a company secretary. The company appointed a new Company Secretary with a delay of 91 days after the previous Secretary resigned, violating section 203(4) of the Act. The company and its officers were found liable for penalties under section 203(5) of the Act for the period of non-compliance. The Adjudicating Officer imposed penalties on the company and its officers for the violation. The penalty amounts were calculated based on the number of days of default and the provisions of the Act. The Officer concluded that the penalties imposed were commensurate with the failure committed by the company and its officers. The company and its officers were directed to pay the imposed penalties through the Ministry of Corporate Affairs portal. An appeal against the order could be filed with the Regional Director within sixty days from the date of receipt of the order. The order highlighted the consequences of non-payment of the penalty within the prescribed time limit. A copy of the order was sent to the company, all directors/officers in default, and the Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi, in accordance with the Companies (Adjudication of Penalties) Rules, 2014. ---
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