Is it mandatory to maintain a Registers of Directors & KMP for Pvt Company ?

Is it mandatory to maintain a Registers of Directors & KMP for Pvt Company ? . In this article, we will take you through the mandatory section 170 of the Companies Act, 2013 which mandates every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associate companies. A return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within thirty days of any change taking place. This ensures transparency as demonstrated in the case of Kalinga Trexim Private Limited.
Applicable Provisions
The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the ROC Adjudication Order of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (ER), Kolkata, for consideration.
Facts of the Case with ROC and RD
In Kalinga Trexim Private Limited, concerned ROC had issued adjudication notice dated 30.10.2023 for violation of section 170 of the Act to the company and its officers. In this regard, no reply was received by the ROC, west Bengal from the company and its officers for aforesaid adjudication notice.
The Registrar of Companies (ROC) imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD) and an opportunity of being heard was given by the RD to appellants on 29/08/2024

The authorised representative was asked to make submissions regarding the infirmity if any in the order of Registrar of Companies.

The authorised representative had submitted that one of the directors in the order has passed away and death certificate in this regard has been submitted. Hence the penalty does not lie against him.

Based on the submission made by the authorised representative and death certificate submitted in respect of passed out director, the order of ROC is modified as cogent ground was made out by Authorised Representative.

Imposed Penalty
Considering all the facts, circumstances and all the submission made by the company, the adjudicating authority had imposed penalty for violation of section 88 of the companies Act 2013, as under: -

On Company: Rs. 50,000

On 3 directors: Rs. 50,000 each

Reduction in Penalty
Based on the submission made by the authorised representative and death certificate submitted in respect of one director, RD modify the order of ROC and impose the penalty as mentioned below.  Further RD directed the company and officers in default shall pay the amount of penalty from out of their own pockets. The amount of penalty shall be paid within a period of 90 days from the date of the receipt of the copy of the order. Further, if the company and its directors fail to deposit the penalty amount within the prescribed time limit under section 454 (8) (i) and (ii) of the companies Act 2013.

On Company: Rs. 50,000

On 2 directors: Rs. 50,000 each

Any Benefit of Section 446B of Companies Act
Section 446B of the Companies Act, 2013 provides a significant relief mechanism for small companies and start-ups by reducing the penalty burden for certain non-compliances. Under this provision, if a small company or a start-up commits a default for which a penalty is prescribed under the Act, the penalty imposed shall not be more than half of the specified penalty, subject to a maximum limit. In this adjudication matter of Kalinga Trexim Private Limited company does not fall under the criteria of a small company thus cannot claim the benefit of section 446B of the companies Act 2013.
To conclude:
In conclusion, the appeal under Section 454(5) of the Companies Act, 2013, was carefully examined by the Regional Director, considering the submission made by the appellant authority and the circumstances surrounding its non-compliance with Section 170 of the Act.  RD consider the authentic submission regarding the removal of name of one director upon submission of his death certificate and modify the order of ROC accordingly. This demonstrate that the RD might consider the appeal of the appellant on the submission of genuine concerns.
Download MCA Adjudication Order

In this article, we will take you through the mandatory section 170 of the Companies Act, 2013 which mandates every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associate companies. A return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within thirty days of any change taking place. This ensures transparency as demonstrated in the case of Kalinga Trexim Private Limited.

Applicable Provisions

The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the ROC Adjudication Order of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (ER), Kolkata, for consideration.

Facts of the Case with ROC and RD

In Kalinga Trexim Private Limited, concerned ROC had issued adjudication notice dated 30.10.2023 for violation of section 170 of the Act to the company and its officers. In this regard, no reply was received by the ROC, west Bengal from the company and its officers for aforesaid adjudication notice.

The Registrar of Companies (ROC) imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD) and an opportunity of being heard was given by the RD to appellants on 29/08/2024

The authorised representative was asked to make submissions regarding the infirmity if any in the order of Registrar of Companies.
The authorised representative had submitted that one of the directors in the order has passed away and death certificate in this regard has been submitted. Hence the penalty does not lie against him.
Based on the submission made by the authorised representative and death certificate submitted in respect of passed out director, the order of ROC is modified as cogent ground was made out by Authorised Representative.

Imposed Penalty

Considering all the facts, circumstances and all the submission made by the company, the adjudicating authority had imposed penalty for violation of section 88 of the companies Act 2013, as under: -

On Company: Rs. 50,000
On 3 directors: Rs. 50,000 each

Reduction in Penalty

Based on the submission made by the authorised representative and death certificate submitted in respect of one director, RD modify the order of ROC and impose the penalty as mentioned below. Further RD directed the company and officers in default shall pay the amount of penalty from out of their own pockets. The amount of penalty shall be paid within a period of 90 days from the date of the receipt of the copy of the order. Further, if the company and its directors fail to deposit the penalty amount within the prescribed time limit under section 454 (8) (i) and (ii) of the companies Act 2013.

On Company: Rs. 50,000
On 2 directors: Rs. 50,000 each

Any Benefit of Section 446B of Companies Act

Section 446B of the Companies Act, 2013 provides a significant relief mechanism for small companies and start-ups by reducing the penalty burden for certain non-compliances. Under this provision, if a small company or a start-up commits a default for which a penalty is prescribed under the Act, the penalty imposed shall not be more than half of the specified penalty, subject to a maximum limit. In this adjudication matter of Kalinga Trexim Private Limited company does not fall under the criteria of a small company thus cannot claim the benefit of section 446B of the companies Act 2013.

To conclude:

In conclusion, the appeal under Section 454(5) of the Companies Act, 2013, was carefully examined by the Regional Director, considering the submission made by the appellant authority and the circumstances surrounding its non-compliance with Section 170 of the Act. RD consider the authentic submission regarding the removal of name of one director upon submission of his death certificate and modify the order of ROC accordingly. This demonstrate that the RD might consider the appeal of the appellant on the submission of genuine concerns.