For default of non-appointment of Company Secretary, the Ministry of Foreign Affairs (MCA) has imposed penalty of 1138000 vide an order under Section 454 for violation of Section 203 of the Companies Act, 2013.
The Company Elanco India Private Limited is a registered company. The Company failed to appoint a Whole time Company Secretary from 20.09.2021 till 20 01.2021 with a delay of 122 days there by contravening the provisions of Section 203 of the Companies Act, 2013.
Section 203(5) of the Companies Act, 2013 proscribes a penalty of Rs.50,000/- and Rs.1,000/- per day for continuing offence for every director and KMI, Section 203(4) of the Companies Act, 2013, states that ” If the office of any whole time key managerial personnel is vacated, the resulting vacancy shall be filled-up by the Board at a meeting of the Board within a period of 6 months from the date of such vacancy.” Thus appointment Key Managerial Person is the collective responsibility of the entire Board. Further, a Whole time Director is included in the definition of “Officer in Default” and Key Managerial Personnel as per Sec. 2(60) r/w, Sec. 2(51) and thus the MD and Whole time Directors arc liable for penalty.
After considering arguments from both sides, the MCA imposed penalty on the Company and its Officers in default as per table below for violation of provisions of Section 203 of the Companies Act 2013 for delay of 122 days.
“The period of violation of provisions under Section 203 of the Companies Act, 2013 is from 20- Sept 2021 till 20 Jan-2022 and delay is 122 days. As per signatory details available on MCA-21 portal, the above mentioned individuals were Officers in default during the period of violation,” the order said.
The Notice shall pay the said amount of penalty through “Ministry-of Corporate Affairs” portal and proof of payment be produced for verification within 30 days of receipt of this order.
