Adjudication Order

Registrar of Company, Maharashtra, Pune

Introduction:

The MCA has imposed penalty on longcheng Composites Private Limited and its directors for not furnishing the Shorter notice consent as required under section 101(1) of the Companies Act 2013 for the Extraordinary General Meeting of the members of the Company.

Fact of the Case:

a) An Inquiry into the affairs of the company was conducted by the IO and during the inquiry and examination of records it has been observed that As per the provisions of proviso to section 101(1) of the Companies Act, 2013, a general meeting may be called after giving shorter notice, if consent in writing or by electronic mode is accorded thereto by members of the company holding majority in number of members entitled to vote and who represent not less than ninety five percent of such part of paid-up share capital'. As per records, notice of EOGM attached to Form MGT-14 filed vide SRN H85436137 dated 28.08.2019, is issued on 24.08.2019 for EOGM to be held on 24.08.2019 at 02.00 pm and consent for shorter notice, in writing or electronic mode was not furnished. Hence, the company and directors have violated provisions of section 101 (1) of the Companies Act, 2013 and are liable for action under section 450 of the Act.

b) A reasonable opportunity was given to the company and its directors vide order under section 206(4) of the Companies Act, 2013 vide letter no. ROCP/1NQ/2021/1982 to 1983 dated 11.02.2022. However, the reply submitted by the Company was not satisfactory and the competent authority has directed to adjudicate the matter.

c) Accordingly, the adjudication officer has issued adjudication notice vide No. ROCP/ADJ/Sec-101(1)/(JTA(B)/23-24/17(i)/ 2777 to 27779 dated 31.03.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 101 (1) of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2019, to the company and its officers in default for the violation of the provisions of the act as mentioned in para "a" & "b" above;

d) No reply to the Adjudication notice has been received from the company or any of the directors,

e) Hence, as the said violation has already been concluded by IO during the course of Inquiry:- no further hearing in physical is required to ascertain the violation of the said section.

Order:

The Company and its directors were held liable and the penalty was imposed under rule 3(12) of Companies (Adjudication of Penalties), Rules, 2014 and rule 3(13) of Companies (Adjudication of Penalties), Rules, 2014.

A copy of the order passed is attached herewith: