CS Muthukumaran P’s Post

**India Containers Limited Fined for Non-Compliance: A Reminder for Timely Filings** The Registrar of Companies (RoC) recently fined India Containers Limited (ICL) and its directors for failing to file annual returns. This case serves as a stark reminder for all companies in India to prioritise timely compliance with regulatory requirements under the Companies Act 2013. Annual returns are not just procedural formalities; they provide essential insights into a company's financial health and operations and are heavily relied upon by investors. Non-compliance can lead to significant financial penalties for the company and its directors, who can be held personally liable under the definition of "officer in default." With the RoC becoming increasingly vigilant in enforcing compliance, companies should invest in robust processes and seek professional guidance to ensure timely and accurate filings. Read this article by Ankit Bhasin: https://lnkd.in/g6my5U6b #Compliance #CorporateLaw #India #CompanySecretary #Legal #RiskManagement #BurgeonLaw

Section 134 of Companies Act, 2013 ROC ADJUDICATION ORDER PRACTICAL APPLICABLITY IN THE MATTER OF IWS.MAZHIL NIDHI LIMITED Recently in a case it is concluded by ROC that the company and its directors have violated Section 134(1) of the Companies Act, 2013 for the financial year ending on 31.03.2019.Accordingly, ROC imposed a penalty as prescribed under Sub- Section 8 of Section l34 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below: 1.M/s Mazhil Nidhi Limited-₹3,00,000 2.Mr.Selvaraj-₹50,000 3.Ms.Jayanthi Selvaraj-₹50,000 4. Mr. Saravanan Kathiresan-₹50,000 Provision As per the provisions of Section 134(1) of Companies Act, 2013 the board shall approve the Audited Financial Statement before signing the financial statement on behalf of board. Signing of Financial Stament:- The financials shall be signed by the person as follows: 1. Chairperson, if he is authorized by board. Or 2. Two directors out of which one shall be one shall be Managing Director and CEO or CFO And 3. Company Secretary. Penalty on breach of the provison 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. #roc #icsi #companiesact #companysecreatary #law #interpretation #rd

Dismisses challenge to show cause notice premised on audit findings : HC Delhi Magicon Impex Private Limited Ruling : Delhi HC dismisses challenge to show cause notice (SCN) by holding that “SCN may be premised on the findings of the audit report, the same is within the statutory framework.”; Pursuant to an audit, SCN as per section 74 was issued; On receipt of multiple audit memos, the same not only indicated the findings of the auditors, but also called upon the assessee to pay tax as determined, along with the interest and penalties as applicable; Besides, clarifies that “Any irregularities in issuing the audit memos does not impinge the validity of the impugned SCN”; Thus, concluding that SCN cannot be set aside at ‘threshold stage’ disposes of the petition with a direction to Adjudicating Authority to consider the response to SCN, if filed by Assessee #GST #GSTLitigation #GSTUpdates #GSTCompliances #GSTNews

𝐈𝐬 𝐅𝐨𝐫𝐦 𝐈𝐍𝐂 20𝐀 𝐫𝐞𝐚𝐥𝐥𝐲 𝐢𝐦𝐩𝐨𝐫𝐭𝐚𝐧𝐭? A penalty of approximately Rs. 1.2 Lakhs was levied on a company for delaying the filing of Form INC 20A, which underscores its significance. 𝐖𝐡𝐚𝐭 𝐩𝐫𝐨𝐯𝐢𝐬𝐢𝐨𝐧 𝐬𝐚𝐲𝐬: Every company must file a declaration with the Registrar of Companies (ROC) using Form INC 20A, confirming that all shareholders have deposited their subscription money into the company's account. This compliance must be completed within 180 days of the company's incorporation. 𝐅𝐚𝐜𝐭𝐬 𝐨𝐟 𝐭𝐡𝐞 𝐜𝐨𝐧𝐜𝐞𝐫𝐧𝐞𝐝 𝐜𝐚𝐬𝐞: 1. A company had filed the form INC 20A with a delay of 72 days and a penalty of around Rs. 1.2 Lakhs had been imposed on the company by ROC, Kerala 2. An appeal was made by the Company before Regional Director And the Regional Director reduced the penalty to Rs.25K. 𝐂𝐨𝐧𝐜𝐥𝐮𝐬𝐢𝐨𝐧/ 𝐤𝐞𝐲 𝐭𝐚𝐤𝐞-𝐚𝐰𝐚𝐲: 1. Post-incorporation compliances are equally important, and it is the responsibility of the Professionals involved in the incorporation of the company to ensure that all post-incorporation compliances are completed. 2. Incorporation of a company imposes certain liabilities of compliance, and as a director, one should discuss all applicable compliances with the concerned professional and ensure timely compliances. 3. Timely filing is always preferable to delayed filings. Delayed filings cause a huge burden on management, requiring them to seek professional guidance, pay extra amounts to rectify compliances, and, above all, causing significant mental stress. Saloni Chopra For assistance with such compliances, you may contact me at salonichopra729@gmail.com or connect with professionals within your network. I hope you find this information valuable. #Companies #compliance

📢Adjudication order issued by ROC on company for Violation of Section 155 of Companies Act, 2013📢 Legal Provisions: • Section 155 of Companies Act, 2013 states that No individual who has already been allotted a Director Identification Number (DIN) under Section 154 shall apply for, obtain or process another Dirctor Identification Number(DIN). • Section 159 states that if any individual or Director of Company makes any default in complying with Section 152, Section 155 and Section 156 shall be liable to a Penalty of Rs. 50,000/- and in case of continues default penalty shall be Rs. 500/- for each day of such continuing default. Facts of the Case: • A Director who originally held DIN applied for and obtained a second DIN on 1st July 2022 while still retaining her original DIN. Upon filing Form DIR-5 to surrender the second DIN, it was discovered that she is holding two DINs simultaneously. Thereafter, this resulted in violation of said Provisions of Companies Act, 2013. Conclusion: • After Considering the facts of the case, the penalty of Rs. 50,000/- was imposed on officer for initial default. An additional penalty of Rs. 3,64,500 was levied for the 729 days of delay (at Rs. 500 per day), totaling Rs. 4,14,500/- #CorporateGovernance #Compliance #MCAOrder CS Nishi Shah Jaya Ankur Singhania J Singhania And Company

🚨 Compliance Notice: Penalty for Non-Maintenance of Registered Office🚨 A recent order issued by the Ministry of Corporate Affairs (MCA) highlights the importance of adhering to Section 12 of the Companies Act, 2013. 📋 Key Details: Company: RESS POWER PRIVATE LIMITED CIN: U40105MH2019FTC330353 Violation: Non-maintenance of the registered office as mandated by Section 12(1) ⚖️ Penalties Imposed: RESS POWER PRIVATE LIMITED: ₹1,00,000 Huang Jianliang (Director): ₹1,00,000 Syed Sharib Abbas Rizvi (Director): ₹1,00,000 Prakash Kumar (Director): ₹1,00,000 💡Key Takeaway: Maintaining a registered office and notifying the ROC of any changes is a fundamental requirement for all companies. Non-compliance can lead to significant penalties and legal repercussions. 💡Action Required: Ensure compliance by maintaining a verifiable registered office to avoid further penalties and legal repercussions. #Compliance #CorporateGovernance #CompaniesAct2013 #RegisteredOffice #MCA #BusinessEthics #SoliqueAdvisors Solique Advisory and Support Services Private Limited

RITESH JEWELS PRIVATE LIMITED, a company registered under the Companies Act, 1956/2013 in Gujarat, was penalised by the Ministry of Corporate Affairs (MCA) for failing to include Corporate Identification Number (CIN) and the registered office address on its letterhead, as required by Section 12(3)(c) of the Companies Act, 2013. LETTERHEAD ADDRESS DID NOT MATCH WITH MCA’S RECORD The MCA's observation arose from an ordinary resolution passed during an Annual Compliance Meeting on September 22, 2021, which indicated the absence of the Corporate Identification Number (CIN) on the letterhead, leading to a violation of the Act's provisions. Upon investigation, it was discovered that the company's letterhead address did not match the one on record with the MCA. The discrepancy prompted further examination by the Registrar of Companies (ROC) Ahmedabad, which confirmed the company's non-compliance with the statutory requirements. PENALTY IMPOSED ON COMPANY & THE DIRECTORS SEPARATELY Consequently, penalties were imposed under Section 12(8) of the Companies Act, 2013, amounting to Rs. 1,00,000 on the company and Rs. 1,00,000 each on two directors/key managerial persons. In determining the penalty, factors such as disproportionate gain, loss to investors, and the repetitive nature of the default were considered. However, it was noted that quantifying these factors proved challenging due to insufficient data. Nevertheless, the penalties were deemed appropriate given the severity of the default and its duration from September 22, 2021, to July 20, 2023, totalling 667 days. PENALTIES TO BE PAID FROM PERSONAL INCOME, ON MCA’S WEBSITE The adjudicating officer emphasized that the penalty should be paid from personal sources/income of the officers in default. The notices were instructed to make the payment within 90 days through e-payment on the MCA website. Additionally, they were informed of their right to appeal the decision within sixty days, following the procedures outlined in the Companies Act, 2013. Non-payment of the penalty could result in further consequences, including fines and imprisonment for the company and its officers in default, as stipulated by Section 454 of the Companies Act, 2013. #mca #ministryofcorporateaffairs #penalties #epayment #regulatorycompliance #companiesact #india #business #trade #commerce #law #legal #lawyer #compliance

Law supports this claim ⇩ "Most Indian board committees are failing their purpose" 𝐃𝐚𝐲 𝟑𝟗/𝟕𝟓 𝐨𝐟 𝐭𝐡𝐞 𝐬𝐞𝐫𝐢𝐞𝐬 "𝐋𝐚𝐰 𝐔𝐧𝐩𝐥𝐮𝐠𝐠𝐞𝐝: 𝐓𝐡𝐞 𝐛𝐮𝐬𝐢𝐧𝐞𝐬𝐬 𝐥𝐚𝐧𝐝𝐬𝐜𝐚𝐩𝐞" Board committees are supposed to: ➛ Uphold governance ➛ Ensure compliance ➛ Reduce risks But the reality is, that they are falling short due to: Misunderstood roles: ➛ Audit committees often take on CSR issues ➛ CSR committees rarely touch compliance ➛ Chaos ensues Token expertise: ➛ Not compliant with Sections 177-178-Companies Act ➛ Unqualified members fill seats ➛ Decisions go astray Weak charters: ➛ Exposure of companies to liability ➛ Committees are directionless ➛ Poorly drafted charters There are 2 ways of fixing this Either precautionary or amended processes Like: The Fix: ✅ Purposeful Charters:  ➛ Clearly define roles and responsibilities ✅ Compliance Protocols:  ➛ Sections 177, 178, and CSR Rules are non-negotiable ✅ Regular Skill Audits:  ➛ Members need legal and financial expertise to match their roles. When committees function as the law intends They can transform how companies grow! PS: Do you trust your board committees to safeguard your company’s future? OR are they just ticking compliance boxes?  Let’s discuss how to get it right!