2024 (11) TMI 880 - CGOVT - Companies Law

Appointment of Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 - Non-compliance of the Companies Act, 2013 - HELD THAT - It is concluded that the company and directors have violated Rule 14(6) of (Companies Prospectus and Allotment of Securities), Rules, 2014. It is required to impose a penalty as prescribed under Section 450 of the Companies Act, 2013. Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) (3) of the Companies Act, 2013 a penalty of Rs. 10,000/- is imposed on the Company and Rs. 10,000/- is imposed on the Officers in default as mentioned above. Totally Rs.20,000/- as penalty amount for violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities), Rules, 2014 - The said amount of penalty shall be paid through online by using the website www.mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.

Issues:
1. Appointment of Adjudicating Officer
2. Company Details and Violation
3. Directors' Information
4. Sections and Rules Violated
5. Adjudication Notice Issued
6. Lack of Response to Adjudication Notice
7. Adjudication Hearing
8. Non-compliance Analysis
9. Decision on Penalties Imposed
10. Payment of Penalties
11. Appeal Process
12. Consequences of Non-compliance

Appointment of Adjudicating Officer:
The Ministry of Corporate Affairs appointed the Registrar of Companies, Chennai as the Adjudicating Officer under the Companies Act, 2013, to adjudicate penalties for violations under the Act and Companies (Adjudication of Penalties) Rules, 2014.

Company Details and Violation:
The company, a registered entity under the Companies Act, 2013, named M/s. Soundarambigai Benefit Fund Nidhi Limited, was found in violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, for failing to provide complete details of allottees as required.

Directors' Information:
During the violation period, Mr. Kanniahreddiar Chandrasekaran, serving as the CFO, was the only director listed with appointment details but no cessation date provided.

Sections and Rules Violated:
The violation pertained to Rule 14(6) and Section 42 of the Companies Act, 2013, regarding private placement of securities and filing requirements for allotment of securities.

Adjudication Notice Issued:
An Adjudication Notice was issued to the company, M/s. Soundarambigai Benefit Fund Nidhi Limited, due to non-compliance with the filing requirements, as per Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

Lack of Response to Adjudication Notice:
The company and its directors failed to respond to the Adjudication Notice and subsequent hearing notices, leading to the matter being proceeded with ex-parte as per the Companies (Adjudication of Penalties) Rules, 2014.

Adjudication Hearing:
In the absence of responses from the company and directors, the Adjudicating Authority proceeded with the hearing ex-parte as per the rules, with no representation from the company or its directors.

Non-compliance Analysis:
The company's failure to provide complete details of allottees led to the violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company's status as a Nidhi company exempted it from the lesser penalty provision applicable to small companies.

Decision on Penalties Imposed:
After considering the facts and circumstances, a penalty was imposed on both the company and Mr. Kanniahreddiar Chandrasekaran, the CFO, for the violation of Rule 14(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, under Section 450 of the Companies Act, 2013.

Payment of Penalties:
A penalty of Rs. 10,000/- each was imposed on the company and the CFO, totaling Rs. 20,000/-, to be paid online within 90 days of the order receipt, with proof of payment required to be submitted to the office.

Appeal Process:
An appeal against the order could be filed with the Regional Director within sixty days of receipt, following the prescribed form and accompanied by a certified copy of the order, as per the Companies (Adjudicating of Penalties) Rules, 2014.

Consequences of Non-compliance:
Non-compliance with the order within ninety days could result in fines ranging from Rs. 25,000 to Rs. 5,00,000 for the company and potential imprisonment or fines for officers or defaulting individuals as per Section 454(8) of the Companies Act, 2013.

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