MCA LEVIES PENALTY OF RS.309900 ON DIRECTORS/ COMPANY FOR NON-FILING MGT-14

MCA fines directors and companies Rs. 30,9900 for failing to file MGT-14.

In the case of CIAN HEALTHCARE LIMITED, the Ministry of Corporate Affairs (MCA) fined the directors and company Rs. 30,9900 for failing to file MGT-14.

FACTS ABOUT THE CASE:

  1. a) In accordance with Section 117 of the Companies Act, 2013, a copy of any agreement or resolution regarding the topics listed in Subsection (3), along with any explanatory statement made under Section 102, attached to the notice calling the meeting for which the resolution is proposed, must be filed with the Registrar within thirty days of the resolution being passed or made, in the prescribed format and with the prescribed fees.

 

  1. b) This office conducted an inquiry into the company under section 206 of the Company Act, 2013, and found that the secretarial auditor qualified his report dated 5.09.2020, which stated that the company had taken out certain unsecured loans from banks under section 179(3)(d) of the Companies Act 2013 during the financial years ending in 2018-2019 and 2019-2020, for which the company had also passed the necessary resolutions in accordance with that section. Nonetheless, the business has neglected to submit the e-form MGT-14 in compliance with the requirements of the Companies Act of 2013 section 117(3)(g). It is so evident that the business has broken Section 117(3)(g) of the Companies Act, 2013, for which the business and officials are liable to action.

 

  1. c) The company was also contacted about the situation throughout the aforementioned investigation, and in its response, the company stated that it had mistakenly neglected to file Form MGT-14 in accordance with Section 117(3)(g) of the Companies Act, 2013. Nonetheless, the corporation and its directors had no malicious intent, and the non-disclosure was entirely accidental. The business has taken the required actions to address the discrepancies after realizing them. Furthermore, we would like to let you know that the company is aware of the failure to notify the same and is currently applying to the Companies Act of 2013 for a section 460 condonation of delay. Furthermore, this office has been directed by the appropriate authority to take necessary action accordingly. 

 

  1. d) In accordance with the directives of the appropriate authority, the adjudication officer served the Company and its officers in default for violating the act’s provisions as stated in paragraphs “a” and “b” above. The adjudication officer served them with an adjudication notice via notice No-ROCP/ADJ/ Sec-117- 23-24/768-780 dated 27-06-2023 8s 10/01/2024 (henceforth referred to as the adjudication Notice) under Section 454(4) read with section 117(3) of the Companies Act read with Rule 3(2) of Companies (Adjudication of penalties)2014;

 

  1. e) On September 10, 2023, a response was received regarding the adjudication notice. It stated that the Secretarial Auditor had not provided any qualifications in their report dated September 5, 2020. However, the Secretarial Auditor had made an observation: “During the year, the company has obtained certain unsecured loans from banks, for which the company has also passed a necessary resolution in accordance with section 179(3)(d) of the Companies Act, 2013.” Nevertheless, the corporation filed the MGT-14 form under SRN-AA4841859, but it mistakenly neglected to file form MGT-14 for the 2019–2020 fiscal year.

 

  1. f) In addition, Noticee(s) were given the opportunity to be heard by issuing a Notice vide ROCP/ADJ/ Sec117/23-24/2059 TO 2071 dated 21-11-2023 (hereinafter referred to as Hearing Notice) to appear before Adjudicating Authority on 30-11-2023, in accordance with section 454(4) of the Act read in conjunction with Rule 3(5) of the Companies (Adjudication Of Penalties) Rules, 2014. However, no representative of the Company attended the hearing.

 

  1. g) The MCA-21 data show that on September 13, 2023, the corporation submitted MGT-14 under SRN-AA4841859. Thus, the default period is from December 21, 2020, to September 12, 2023.

ORDER

The applicant corporation and its officers are subject to fines under section 117(2) of the Act for failing to complete Form MGT-14 within the allotted time frame as specified in the Act, in violation of section 117(3)(c) of the Act.

In accordance with Rule 3(12) of the Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule, as well as Rule 3(13) of the Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020, a penalty of Rs. 309900 is hereby imposed on the officers in default for violation of section 117(1) of the Act. This is in the exercise of the powers granted to the undersigned by Notification dated 24th March 2015, and after taking into consideration the submissions made by the Noticee(s) and the factors mentioned above.

According to Rule 3(14) of the Companies (Adjudication Of Penalties) Rules, 2014, the Noticee(s)/applicant(s) must only pay the penalty through the Ministry of Corporate Affairs online.

Categories

  • Mergers:

When two businesses merge, their boards of directors authorise the union and ask the shareholders for their consent. For instance, in 1998, the Digital Equipment Corporation and Compaq entered into a merger agreement wherein Compaq acquired the Digital Equipment Corporation. Later, in 2002, Compaq and Hewlett-Packard combined. CPQ was Compaq’s pre-merger ticker symbol. The present ticker symbol (HPQ) was created by combining this with the Hewlett-Packard ticker sign (HWP).

  • Acquisition:

In a straightforward acquisition, the acquiring business buys the bulk of the acquired company, which keeps its original name and organisational structure. The 2004 acquisition of John Hancock Financial Services by Manulife Financial Corporation, in which both businesses kept their names and organisational structures, is an illustration of this kind of deal. Six By using a whitewash resolution, the target company may demand that the purchasers guarantee that the target business will continue to operate profitably for a certain amount of time following acquisition.

  • Consolidations:

By merging key operations and doing away with outdated corporate frameworks, consolidation results in the creation of a new corporation. Following their acceptance, shareholders of both firms will get common equity shares in the combined company. The consolidation requires their permission. For instance, the 1998 announcement of a merger between Citicorp and Travellers Insurance Group led to the creation of Citigroup.

  • Tender offers:

In a tender offer, one business proposes to pay a certain amount instead of the going rate for the other business’s outstanding stock. By passing the management and board of directors, the purchasing business makes the offer directly known to the other company’s shareholders. For instance, Johnson & Johnson submitted a $438 million tender offer to purchase Omrix Biopharmaceuticals in 2008. By the end of December 2008, the agreement had been finalised when the company accepted the tender offer.

  • Acquisition of assets:

An asset acquisition occurs when a business directly buys the assets of another business. The shareholders of the company whose assets are being acquired must provide their permission. During bankruptcy procedures, it is common for other companies to bid for different assets of the insolvent company. The bankrupt company is then liquidated upon the ultimate transfer of assets to the purchasing firms.

  • Management acquisitions:

In a management acquisition, which is often referred to as a management-led buyout (MBO), the executives of one firm acquire a majority stake in another, therefore bringing it private. In an attempt to assist with financing a transaction, these former CEOs frequently collaborate with financiers or former corporate officers. These M&A deals usually require the approval of the majority of shareholders and are financed mostly through debt. For instance, Dell Corporation declared in 2013 that its founder, Michael Dell, had purchased the company.

LLP

G Akshay Associates