Penalty for Failure to Disclose Board Meeting Details in Director’s Report

The adjudication order under Section 4(1)(d) of the Companies Act, 2013, issued by the Registrar of Companies, Tamil Nadu, concerns M/s BlueMax Capital Solution Private Limited for non-compliance with the memorandum requirements related to liability and capital clauses.
M/s BlueMax Capital Solution Private Limited, registered under CIN U74999TN2014PTC096625, was found in violation for not stating the liability and capital clauses in its Memorandum of Association (MoA), as required under Section 4(1)(d) of the Companies Act, 2013. The company’s registered office is located at No. 26, Raja Rajeswari Nagar, 1st Street, Tirunelveli, Palayamkottai, Tamil Nadu.
During the period of violation, the company’s directors were Shri. Rajkumar Aravinth, Shri. Bharathraj, and Shri. Subramanian Gopalakrishnan, appointed on 23rd July 2014. They were noted as being in default for the company’s non-compliance.
An inspection conducted under Section 206(5) of the Companies Act, 2013, revealed that the MoA filed by the company on 2nd July 2014 (SRN CO8968422) did not include clauses regarding the liability of members and the capital structure. This inspection was instrumental in identifying the violation.
Following the inspection, a show-cause notice for adjudication was issued on 13th June 2023, to which Shri. Rajkumar Aravinth requested time to reply but subsequently did not respond further. An adjudication hearing was scheduled for 23rd January 2024, where Shri. I.B. Harikrishna, representing the company, appeared and acknowledged the violation.
Based on the findings and the company’s non-compliance with Section 4(1)(d), the adjudicating officer, B. Srikumar, imposed penalties as follows:

M/s BlueMax Capital Solution Private Limited: Rs. 10,000/-
Shri. Rajkumar Aravinth, Shri. Bharathraj, Shri. Subramanian Gopalakrishnan: Rs. 10,000/- each

The total penalty amounted to Rs. 40,000/- for the violation, imposed under the provisions of Section 450 of the Companies Act, 2013.
GOVERNMENT OF INDIAMINISTRY OF CORPORATE AFFAIRSOFFICE OF REGISTRAR OF COMPANIES,TAMIL NADU, ANDAMAN & NICOBAR ISLANDS,.CHENNAIII FLOOR, C- WING, SHASTRI BHAVAN, 26,HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/ JANAKI RAWADJ/S.134/2024 DATE 30 APR 2024
ADJUDICATION ORDER UNDER SECTION 134(3)(b) OF THE COMPANIES ACT, 2013IN THE MATER OF WS JANAKI RAM STEEL AND POWER PRIVATE LIMITED
1. Appointment of Adjudicating Officer:‑
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-AdJI, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. JANAKI RAM STEEL AND POWER PRIVATE LIMITED with CIN: U27101TN2004PTCO52868 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at No.117, Sadayan Kuppam Village Road, Manali, Chennai, Tamil Nadu 600103. The financial & other details of the subject company as available on MCA-21 portal is stated as under:

S.No.
Particulars
Details

1.
Company’s Status
Active

2.
Filing Status
Financial Statement: Up to 31.03.2022 Annual Return: Up t 31.03.2022.

3.
Paid up Capital (as per FY 2021-22)
Rs.18,74,96,870/-

a. Revenue from Operation
Rs.73,75,32,220/-

b. Other Income
Rs.2,31,92,580/-

c. Profit for the Period
Rs.4,00,01,290/-

4.
Whether it is a Holding Company
No

5.
Whether it is a Subsidiary Company
No

6.
Whether company registered under Section 8 of the Act?
No

7.
Whether company is a small company?
No

8.
Whether company registered under any other special Act?
No

3. Directors during the period of violation:

S.No.
Name of Director Default
Designation
Date of Appointment
Date ofCessation

1.
Ramchander Singh
Director
01.04.2004
…..

2.
Pramod Singh
Director
01.04.2004
…..

4. Section and Penal Provision as per Companies Act, 2013
Section 134. Financial Statement, Board’s Report, etc.
(3) There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors,
(h) number of meeting of the Beard;
(8) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
5. Issue of Adjudication Notice:
An Inspection of Books and Accounts of the company M/s. Janaki Ram Steel and Power Private limited was carried out U/s 206(5) of the Companies Act, 2013 by an Officer authorized by the Central Government wherein the observations of the Inspecting Officer are as follows:
During the course of Inspection, it is observed that, as per requirements of Section 134(3)(b) of the Companies Act, 2013 read with Secretarial Standard 1 company shall disclose the date of board meeting in the Director’s report of the company. However, the company has not disclosed the details the details of meeting in director’s report for the financial year 2019-20. Hence, the company violated Section 134(3)(b) of the Companies Act, 2013 and the company and every officers are liable for penal action under Section 134(8) of the Companies Act, 2013.
After that the Adjudicating Authority has issued Adjudication Notice to the company and its directors vide Notice No. Roc/Chn/052868/Janaki ram steel/S.134/P.27/Inspn.fol.up/2022-23 dated 01.12.2023.
6. Reply of Company and Directors for Adjudication Notice issued:
Pursuant to the Adjudication notice dated 01.12.2023, Shri. Pramod Singh one of the directors of the company has submitted Adjudication application in eform GNL -1 vide SRN: F89587547 dated 05.01.2024 and also submitted physical application in this regard.
7. Adjudication Hearing:
(i) On receipt of the Adjudication application, the Adjudicating Authority had issued notice for hearing dated 25.01.2024 by fixing the hearing on 06.02.2024 at 11:30 AM. Pursuant to the notice dated 25.01.2024, Shri. H.P.Nitesh, Company Secretary in Practice has appeared before the Adjudicating Authority on 06.02.2024 and made submissions that the company during the financial year 2019-20 mentioned the number of board meeting which is complied under Section 134(3)(b) of the Companies Act, 2013. Hence, conside” the matter accordingly.
(ii) The company is having paid up capital of Rs.18 Crores, does not fall under the definition of small company as per provision of section 2(85) of the companies Act, 2013. Therefore, of imposing the proviton lesser penalty as per section 446(b) shall not be applicable in this case.
8. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that Board report of the company for the FY 2019-20 states that “During the financial year ended 31st March 2020, FIVE (5) Board meetings were held” which denotes that the company has complied with Section 134(3)(b) of the Companies Act, 2013.
Accordingly, I am inclined to imp s.? No Penalty for violation of Section 134(3)(b) of the Companies Act, 2013 for the FY 2019-20.
(B. SRIKUMAR, ICLS)REGISTRAR OF COMPANIESTAMILNADU, CHENNAI.ADJUDICATING OFFICER