In the Matter of M/s Pearce Services Global Private Limited
(CIN: U74999PB2022FTC055586)
Facts about the case:
whereas as per record, the directors of the company have not disclosed their interest or concern in companies or bodies corporate or firms or association of individuals including their shareholding at the first meeting of the board meeting held in FY 2022-23 as required in section 184(1) of the companies Act 2013.
As per record made available by the company, the directors have disclosed such interest only in the board meeting held on 21.09.2022 by filing the relevant form MBP-1. Therefore, the directors of the company are liable to penalty under section 184(4) of the Companies Act 2013 for the said violation for FY 2022-23.
Submission by the company:
The applicant company has stated that the default was caused inadvertently and unintentionally since the directors of the company were involved in to setup of registered office and certain decisions were pending at management level, thereby resulting in an inadvertent error in filing Form No. MBP-1. It has also stated that the applicants has suo-motu rectified the mistake by disclosing in the board meeting held on 21st September 2022, hence the offences may kindly be adjudicated with a levy of a token fees as the registrar of companies Chandigarh may deem fit and proper.
Adjudication of Penalty:
That an opportunity of being heard in the matter was given to company by issuing show cause notices on 22.02.2024 and the company filed Form GNL-1 for compounding of the said offence on 19.04.2024 Vide SRN F94618030 and stated that the company inadvertently contravened the provision of section 184 of the Companies Act 2013 read with rule 9 of the companies (Meetings of Board and its Powers Rules, 2014 and also that aforesaid violation of 184(1) of the Act was without any malafide motive and it was unintentional and not committed willfully. therefore, it is concluded that the directors of the company are liable for penalty as prescribed under section 184(4) of the act i.e. they have not disclosed their interest or concern in companies or bodies corporate or firms or association of individuals including their shareholding at the first meeting of the board meeting held in FY 2022-23 as required in section 184(1). Accordingly, after having considered the facts and circumstances of the case, I am inclined to impose a penalty as prescribed under sub section (4) of section 184 of the Companies Act 2013. The details of the penalty imposed on the directors are as under:
Nature of Default: Non-Disclosure of Interest by directors FY 2022-23.
Penalty Imposed:
Sh. Prabjot Khosla: 1,00,000/-
Sh. Benjamin Krick: 1,00,000/-
Sh. Michael Wolf: 1,00,000/-
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the noticees and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/income.
it is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Companies (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.
Appeal against this order may be filed in writing with the regional director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi, 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(5) & 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014).
Your attention is also invited to Section 454(8)(i) and 454(8)(ii) of the Companies Act 2013, which state that in case of non-payment of penalty amount the company shall be punishable with fine which shall not be less than twenty five thousand rupees buy which may extend to five lakh rupees and officer in default shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty five thousand rupees but which may extend to one lakh rupees or with both.