The Registrar of Companies (ROC), Delhi, has charged penalties on Panacea Life Sciences Limited and eight of its directors as they failed to reveal the change in designation of one director in the company’s annual return for FY 2022-23, specifying the lapse as a breach of Section 450 of the Companies Act, 2013.
The company, after realising that a change in the designation of Mr Ganesh Kumraj, who was regularised from Additional Director to Director in the AGM held on September 30, 2022, was not reflected in Form MGT-7 filed for the fiscal year, suo-moto filed an adjudication application.
The company in the adjudication proceedings claimed that the lapse was a clerical error instead of a statutory failure u/s 92(5), and requested penalties merely u/s 450. The authorised representatives requested the exemption for one director, mentioning that he was not on the board during the default period.
After review, the ROC in Delhi determined that Section 92(5) was not applicable since the annual return had been filed. However, they confirmed non-compliance u/s 92(1)(e) for the disclosure of changes to the board. Consequently, penalties were imposed u/s 450 with Section 446B, taking into account the company’s status as a small company and the one-time nature of the default.
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Penalty Details
The adjudicating officer levied the following penalties:
- ₹5,000 to the company
- ₹5,000 each on eight directors
No ongoing penalties were charged, as the lapse was not a continuing issue. All penalties must be paid within 90 days using the Ministry of Corporate Affairs’ e-Adjudication facility, and the directors are required to cover these costs from their personal funds.
The order also instructs the company to correct its records and disclose the lapse in its upcoming Board Report to ensure compliance with corporate governance norms. Any additional non-compliance identified during the proceedings may be addressed separately by the ROC under the relevant law.
If there are any appeals, they must be filed before the Regional Director in Noida within 60 days.
ROC Delhi Order for Panacea Life Sciences Ltd