Case Study: AML Motors Private Limited under Companies Act

Case Study: AML Motors Private Limited under Companies Act
Company Overview:
AML Motors Private Limited, a registered company under the Companies Act, 2013, operates with its registered office in Hyderabad, Telangana, India.
Facts of the Case:
The company increased its paid-up capital from Rs. 99,00,000/- to Rs. 11,23,00,000/- on 22.12.2022.
As per Section 203(1) of the Act r/w Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company was required to appoint a Whole Time Company Secretary by 21st June 2023.
However, the appointment was delayed until 09th September 2023, resulting in a violation of Section 203(1) of the Companies Act, 2013.
Sections Violated:
Section 203 (1) mandates certain key managerial personnel, including a Company Secretary for specified classes of companies.
Section 203 (5) imposes penalties for non-compliance, including fines for companies and key personnel.
Rule and Section Reproduced:
Section 203(1): Outlines the mandatory key managerial personnel for certain classes of companies.
Section 203(5): Specifies penalties for companies and key personnel for non-compliance.
Rule 8A: Requires every private company with a paid-up share capital of ten crore rupees or more to have a Whole Time Company Secretary.
Notice, Reply, and Hearing:
Adjudication hearing notices were issued, and hearings were held on 14-12-2023 and 03-01-2024.
The company acknowledged the delay in compliance and provided reasons for the delay.
Mr. D V M Gopal, PCS, represented the Company as Authorised Representative.
Findings:
The company and its officer acknowledged the non-compliance but rectified the offense by appointing the Whole Time Company Secretary on 9 September 2023, albeit with a delay of 78 days.
Order:
Considering the facts and submissions, penalties have been imposed in accordance with Section 203(5) of the Companies Act, 2013.
Penalty on Company: Rs.5,78,000/-
Penalty on Officer in Default: Rs.1,28,000/-
Conclusion:
The case highlights the importance of timely compliance with statutory provisions under the Companies Act, 2013, and the consequences of non-compliance.