ROC- Penalty of Rs. 2,00,000 on a company and three directors (Rs. 50,000 each) for not issuing share certificates within a stipulated period of two months
Fact and Issue of the case
Raspberry PI Educational services Private Limited (herein after known as ‘company) is a registered comps of the Companies Act, 2013 (earlier Companies Act, 1956) having its registered office as per MCA21 Registry at address at C/o Perfect Accounting & Shared Services Private Limited, E-20, 1″ & 2. Floor, Hauz Khas, New Delhi-110016.
The company and its director(s) have suo-moto filed application vide dorm GNL-1 (SRN T59563023) for adjudication of penalty under the provisions of section 454 of the Act and rules thereunder and stated therein inter alia that: –
Pursuant to the provisions of section 56(4)(a) of the Act, the company Was required to receive Rs. 50,00000 as subscription money and thereafter issue and deliver equity shares to its subscribers to the Memorandum, of Association i.e. Raspberry Pi Foundation and Mr. Shashank Vira (nominee of Raspherry Pi Foundation) within a period of two months from the date of incorporation i.e. by 27.04.2021.
The company has received a remittance of Rs. 50,00,000 from its subscriber on 17.05.2021 in its bank account towards share capital contribution for subscription of equity shares of the company and the Board vide its resolution dated 18.05.2021 given its approval for issuance of share certificates to the subscribers to the Memorandum of Association and accordingly, share certificates were issued and delivered to the respective subscribers on 27.05.2021.
There was a delay in issuance of equity share certificates of about 30 days, which was beyond the statutory timeline of two months from the date of incorporation i.e. 27.02.2021, in the case of subscribers to the memorandum. The default has been made good by issuance and delivering the share certificates to its subscribers on 27.05.2021. The non-compliance was neither wilful nor mala fide motive, beyond company’s control and did not prejudice the interest of any person either member or creditor of the company. As such, the applicants have suo moto filed the present application for adjudication of penalty under the provisions section 454 of the Companies Act, 2013.
Observation of the Court and Conclusion
In exercise of the powers conferred on me vide Notification dated 24th March 2015 and having considered the facts and circumstances of the case besides oral Submissions made by the representative of applicant(s) at the time of hearing and after considering the factors mentioned in the relevant Rules, I do hereby impose penalty, as detailed below: –
|Violation of section||Penalty imposed oh company||Period of Offence||Penalty||Total Penalty (Rs.)|
|56(4)||Company||27.04.2021 to 27.05.2021||Rs. 50,000 on each applicant||50,000|
|56(4)||Me. John Wilfred Lazar, Director||27.04.2021 to 27.05.2021||Rs. 50,000 on each applicant||50,000|
|56(4)||Mr. Philp Albert Colligan, Director||27.04.2021 to 27.05.2021||Rs. 50,000 on each applicant||50,000|
|56(4)||Mr. Shashank Viro, Direltor||27.04.2021 to 27.05.2021||Rs. 50,000 on each applicant||50,000|
Tribunal is of the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the Noticee(s)/Applicant(s). The Noticee(s)/Applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only.d. Appeal against this order may be/filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, 8-2, Wing, 2nd Floor, Pt. Deendayal Antyodaya Bhawan, C6O Complex, New Delhi-110003, within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal and shall be accompanied by a certified copy of this order, [Section 454 of the Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019). Your attention is also invited to section 454(8) of the Act regarding consequences of non-payment of penalty within the prescribed time limit. 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 all the applicants and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.