M.K. Shrawat, Member - (1.) Defaulters Herein: 1) M/s. Castrol India Limited 2) Mr. Omer Dormen, Managing Director 3) Ms. Rashmi Joshi, Whole Time Director 4) Mr. Jayanta Chatterjee, Whole Time Director Section Violated: S. 203(4) of the Companies Act, 2013. Punishment Provided Under: S. 203(5) of the Companies Act, 2013. This Compounding Application was filed before the Registrar of Companies Maharashtra, Mumbai on 31st January, 2017 and the same has been forwarded along with the RoC Report to NCLT, Mumbai Bench on 22nd February, 2017. The Ld. Registrar of Companies intimated that the Applicant Company has filed the aforementioned Compounding Application suo moto for not appointing a whole time Company Secretary for the Company during the period from 13.09.2016 to 12.01.2017
(2.) Pursuant to Section 203(1) of the Companies Act, 2013 a Company is required to appoint a Company Secretary. The Applicant Company committed the default under the provisions of Section 203(4) of the Companies Act, 2013 and the same is punishable u/s. 203(5) of the Companies Act, 2013. For the period stated in the application and affirmed in the RoC Report for a period of few months' vacancy was not filled, crated due to resignation of the existing Company Secretary on 14th March, 2016. The Ld. RoC has also reported that the Applicant Company has made the default good by appointing the whole time Company Secretary on 12.01.2017. However, the applicants claimed that the Compounding Application is filed, so as to put the matter to rest. Facts of the Case:
(3.) As per the Applicant's own submissions made in the Compounding Application filed by them for violation of Section 203 of the Companies Act, 2013, the Applicant and officers in default has committed default as follows:- "....... (c) The Company Secretary of the Company Mr. Sandeep Deshmukh resigned with effect from 14th March, 2016, which caused vacancy in the office of Company Secretary of the Company. (d) The Company initiated the process of recruitment of Company Secretary with the help of professional recruitment firms in order to find a replacement at the earliest. (e) In the course of the recruitment process, the profiles of approximately 50 candidates were reviewed and approximately 30 were interviewed. The selection process of Company Secretary has taken some time given the significance and sensitivity around the role and the key stakeholders that the Company Secretary is required coordinate with, including the Ministry of Corporate Affairs, SEBI, the Stock exchange, the Shareholders, the Directors and the Senior management of the Company. (f) The Board of Directors of the Company were updated about the Progress on appointment of Company Secretary in each meeting held after resignation of Mr. Deshmukh. (g) After scrutiny of short listed candidates, Chairman of Nomination and Remuneration Committee interviewed the Candidate and recommended the same to the Committee in their Meeting held on 27th October, 2016. (h) The committee approved the candidate and directed the Management to initiate process of issuing offer letter and placing the same before the Board once the candidate has agreed the offer and date of joining. (i) The Candidate was required to serve notice period in the earlier organisation and could join the Company upon compliance of the same, the Candidate agreed to join the Company on 12th January, 2017 and accepted the offer and consented to act as the Company Secretary of the Company. (j) Upon acceptance by the candidate the Board of Directors in the meeting held on 16th December, 2016 appointed Ms. Chandana Dhar (ACS 17891) as the Company Secretary of the Company with effect from 12th January, 2017. (k) The company was required to appoint Company Secretary on or before 13th September, 2016 being six months from the date of vacancy in the office of Company Secretary pursuant to Section 203(4) of the said Act. (l) The Company appointed the Company Secretary effective 12th January, 2017 being 121 days after expiry of six months as stated above. (m) The Applicants submit that the non-compliance to the above requirement was not intentional Further the Applicants have shown commitment to comply with the requirements of the Act by taking all necessary actions to fulfill the requirements of the relevant sections of the Act.";