Ina Malhotra, Member - (1.) The petitioner company, which was incorporated on 15.10.2015, CIN U74140DL2015FTC286483 filed an suo moto application under section 56(4)(A) of the Companies Act 2013 w.r.t. delay in issue of shares certificate to the subscribers of the Company, resulting in non compliance of the statutory requirements u/s. 56(4)(A) of the Companies Act, 2013. The period of default is stated to be from 15.12.2015 to 23.05.2015.
(2.) The petitioner submits that the company was incorporated on 15.10.2015 and therefore the share certificates were required to be issued to the subscribers of the Memorandum of Association on or before 15.12.2015. The petitioner could only issue the share certificates to the subscribers on 23.05.2016, i.e. beyond the time prescribed under the statute. The petitioners submit that owing to the cumbersome and numerous procedural formalities involved, the bank account of the company could not be opened within two months from the date of incorporation of the company. Upon fulfillment of required formalities, the bank account of the company was opened on 26.04.2016. Consequently, the subscription money was received on 27.04.2016 and 06.05.2016 from the subscribers i.e. M/s. UW International Training and Education Centre for Health Private Limited. Due to the delay in opening Bank Account and receipt of share subscription money, the petitioners failed to issue and deliver the share certificates to the subscribers within the prescribed time of two months from the date of incorporation.
(3.) As per the report of the RoC, the offence is punishable u/s. 56(6)) of the Companies Act, 2013, wherein the company shall be punishable with fine which shall not be less than Rs. 25,000/- but which may extend to Rs. 5,00,000/- and every officer of the company who is in default shall be punishable with fine which shall not be less than Rs. 10,000/- but which may extend to Rs. 1,00,000/-. Accordingly, the office of the RoC has calculated and recommended the imposition of the fine on the petitioner company as Rs. 25,000/- (Min) and Rs. 5,00,000/- (Max) and Rs. 10,000/- (Min) and Rs. 1,00,000/- on each of the defaulting officers. As per the report, prosecution has not been initiated.;