Category: Company Law

Company Law Articles, Video, PPT, Discussion, Expert Analysis

Delhi ROC order for violation of Section 92 (4) & 137(3) of CA, 2013 imposing no penalty by applying amended provisions of Section 454(3) in the case of Central Cottage Industry Corporation of India Ltd. Order dated-13th Jan 2022

Posted on by Business So Simple in Company Law

Delhi ROC order for violation of Section 92 (4) & 137(3) of CA, 2013 imposing no penalty by applying amended provisions of Section 454(3) in the case of Central Cottage Industry Corporation of India Ltd. Order dated-13th Jan 2022

Applying amended Proviso of section 454(3) of C A, 2013 w.e.f.dated 22 Jan 2021 imposing no penalty

Reference of Proviso of section 454(3) of C A, 2013

Provided that in case the default relates to non-compliance of sub-section (4) of section 92 or sub-section (1) or sub-section (2) of section 137 and such default has been rectified either prior to, or within thirty days of, the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.

Higher addition fee upto 18 times on Certain MCA e Forms (MCA Notification dated 11th Jan 2022)

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Higher addition fee upto 18 times on Certain MCA e Forms (MCA Notification dated 11th Jan 2022)

Please note 👉

Above Notification shall not be applicable on section 92(Annual return- Form MGT 7/7A), Section 137 (Form AOC 4). Additional fee Rs. 100/- per day will be applicable without any upper limit

Higher additional fees shall be applicable, if there is delay in filing eform 22 or e form PAS 3, as the case may be, on two or more occasions, within a period of 365 days from date of filing of last such belated eform for which additional fee or higher additional fee, as the case may be, was payable.

Wherever Higher additional fee is payable, additional fee shall not be charged.

Bangalore ROC passed penalty order for violation of Section 117(1) failure to file MGT 14 beyond 300 days by applying lesson penalty pursuant to amended section 446B of CA 2013

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Bangalore ROC passed penalty order for violation of Section 117(1) failure to file MGT 14 beyond 300 days by applying lesson penalty pursuant to amended section 446B of CA 2013

Learning points:

-What to do if MGT 14 is not filed within 300 days ?

-How to apply lessor penalty provision as amended section 446B of CA 2013 on Small Company

Please also share your practical experiences in dealing such type of adjudication process.

Gujarat ROC Penalty order for non maintaining of Registered office (Section 12(1) violation) passed on dated 28th Dec 2021 in the matter of Tunwale E Vehicle India Pvt. Ltd.

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Gujarat ROC Penalty order for non maintaining of Registered office (Section 12(1) violation) passed on dated 28th Dec 2021 in the matter of Tunwale E Vehicle India Pvt. Ltd.

Published on 10th Jan 2022

Penalty imposed as per Section 12 (8)- If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.

Section violated: 👉 Section 12 (1) A company shall, [within thirty days of its incorporation] and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.

Section 12 (4) Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar [within thirty days] of the change, who shall record the same.

ROC Delhi Adjudication Order for non compliances of Section 203 of CA 2013 (Delay in appointment of Company Secretary) in the case of Yamuna International Airport Pvt. Ltd.

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ROC Delhi Adjudication Order for non compliances of Section 203 of CA 2013 (Delay in appointment of Company Secretary) in the case of Yamuna International Airport Pvt. Ltd.

Order passed on 29th Dec 2021 imposing penalty on Company & Director.

👉 Violation of Section 203(4) of CA 2013

(4) If the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be filled-up by the Board at a meeting of the Board within a period of six months from the date of such vacancy.

Penalty imposed as per Section 203(5) If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.

कारपोरेट कार्य मंत्रालय (MCA) और फाइनेंशियल इंटेलिजेंस यूनिट-इंडिया (MOF) के बीच डाटा के आदान प्रदान के लिए MOU Press release-15th Dec 2021

Posted on by Business So Simple in Company Law

कारपोरेट कार्य मंत्रालय (MCA) और फाइनेंशियल इंटेलिजेंस यूनिट-इंडिया (MOF) के बीच डाटा के आदान प्रदान के लिए MOU Press release-15th Dec 2021

एमओयू से स्वचालित और नियमित आधार पर एमसीए और एफआईयू-इंडिया के बीच डाटा और सूचना साझा करना सुनिश्चित होगा। इससे संदिग्ध लेनदेनों से संबंधित सूचना, केवाईसी से जुड़ी जानकारियां और देश में पंजीकृत कंपनियों के समेकित वित्तीय नतीजों जैसी विशेष जानकारियां साझा हो सकेंगी। एमओयू से एमसीए और एफआईयू-इंडिया दोनों के बीच नियामकीय उद्देश्यों से एक निर्बाध लिंकेज सुनिश्चित होगा। डाटा के नियमित आदान प्रदान के अलावा, एमसीए और एफआईयू-इंडिया अनुरोध पर अपने संबंधित डाटाबेस में उपलब्ध किसी भी सूचना का आदान प्रदान करेंगे। इसका उद्देश्य छानबीन, निरीक्षण, जांच और अभियोग होगा।

Judicial Updates-11th Dec 2021

Posted on by Business So Simple in Company Law, Income Tax, Legal awareness

Bombay HC decodes Non Obstante Clause

Bombay high court in income tax matter in case of Small Industries Development Bank of India Vs Central Board of Direct Taxes (Bombay High Court) dated 02/12/2021 Explaining at length operative impact of non obstante clause A non-obstante clause is generally appended to a Section with a view to give the enacting part of the Section, in case of conflict, an overriding effect over the provision in the same or other Act mentioned in the non-obstante clause.

Small Industries Development Bank of India Vs Central Board of Direct Taxes (Bombay High Court) dated 02/12/2021

Authority of NCLAT Technical member for cancelling company’s license cannot be questioned

India Awake For Transparency Vs Union of India (Delhi High Court) dated 09/11/2021

Supreme Court directs Integration of Technology adopted to streamline, monitor all stages in Govt. Revenue Litigation, to ITAT, CESTAT, Other Tribunals

C.C.E. and S.T. Vs Bilfinder Neo Structo Contruction Ltd. (Supreme Court of India) dated 29 Nov 2021

Section 12 of IBC- Resolution process should complete within specified time limit – SC

Committee of Creditors of Amtek Auto Limited Vs Dinkar T. Venkatsubramanian (Supreme Court of India) dated 01 Dec 2021

Fine should adequately compensate the complainant S. 138, N.I. Act

 Yasir Amin Khan Vs Abdul Rashid Ganie (Jammu and Kashmir High Court) dated 22 Nov 2021

Section 48 of Arbitration Act not permits review on merits of dispute.

EIG (Mauritius) Limited Vs McNally Bharat Engineering Company Limited (Calcutta High Court) dated 10/11/2021

Collection of cash handling charges from stamp vendors by SBI is illegal

P. S. Shanmuga Sundaram Vs  Director Treasuries and Accounts Department (Madras High Court) dated 29/10/2021

Regards

Bipul Kumar

Directors/ managers can’t be prosecuted and punished merely because the Company violated the law (SC)

Posted on by Business So Simple in Banking, Company Law, Legal awareness

Dayle De’souza Vs Government of India (Supreme Court of India) dated 29/10/2021

Facts- M/s. Writer Safeguard Pvt. Ltd. (Company) has entered into an agreement titled ‘Agreement for Servicing and Replenishment of ATM’ with M/s. NCR Corporation, the latter having earlier entered into an agreement with the SBI for maintenance and upkeep of SBI’s ATM.

A notice was issued by Labour Enforcement Officer to the appellant and one Vinod Singh, head of the company alleging non-compliance with the provisions of Minimum Wages Act, 1948 and Minimum Wages (Central) Rules, 1950 at the ATM.

Labour Enforcement Officer, on non-appearing, filed a criminal complain before the court of Chief Judicial Magistrate, under section 22A of the Act. Notably, the company is not enlisted as an accused in the complaint and has not been summoned to stand trial.

Conclusion- In absence of any specific averment, the prosecution in the present case doesn’t and cannot reply on section 22C(2) of the Act. Unless the company as a principal accused has committed the offence, the persons mentioned in sub-section (1) would not be liable and cannot be prosecuted. Section 141(1) of the Negotiable Instruments Act, extends vicarious criminal liability to the officers of a company by deeming fiction, which arises only when the offence is committed by the company itself and not otherwise.

17,130 Implementing Agencies are registered with MCA21 registry (MCA Press Release dated 29th Nov 2021)

Posted on by Business So Simple in Company Law, Legal awareness

The Government provides the broad framework for Corporate Social Responsibility (CSR) through Section 135 of the Companies Act, 2013 (‘Act’), Schedule VII of the Act and Companies (CSR Policy) Rules, 2014. This was stated by the Union Minister of State for Corporate Affairs Shri Rao Inderjit Singh in reply to a question in Lok Sabha today.

The Minister stated that in the CSR Legal framework, the word ‘Non-governmental Organisations (NGO)’ has nowhere been defined, however, Section 135 of the Act read with Rule 4 of the Companies (CSR Policy) Rules, 2014 prescribes that the Board of the company is empowered to undertake its CSR activities either by itself or through Implementing Agencies as mentioned in the said rule. The Companies (CSR Policy) Rules, 2014 was amended on 22nd January, 2021 and registration of Implementing Agencies with the Central Government is mandatory with effect from 1st April, 2021, the Minister added.

Giving more details, the Minister stated that till 31.10.2021, total 17,130 Implementing Agencies are registered with MCA21 registry.

The Minister further stated that the CSR architecture is disclosure based and only CSR mandated companies are required to file details of CSR spent annually in the MCA21 registry. On the basis of filings made by the companies in the MCA21 registry, companies have spent a cumulative amount of Rs 20,150.27 Crore in FY 2018-19, Rs 24,688.66 Crore in FY 2019-20 and Rs 8828.11 Crore in FY 2020-21 respectively. An analysis of CSR filings made by the companies reveals that of the total annual CSR spent, approximately 60% of the CSR expenditure has been done through implementing agencies, the Minister added.

The Minister stated that as per the Act, companies are required to hold Annual General Meeting (AGM) within six months from the end of financial year. Thereafter, financial statements and board report containing disclosure about CSR, are to be filed in MCA21 within 30 days of the AGM. Ministry vide General Circular No. 17/2021 dated 29.10.2021 relaxed the levying of additional fees till 31.12.2021 for the filing of financial statement in respect of the financial year 2020-21. Further, filings for financial year 2021-22 are required to be made only after the end of current financial year.