ROC-Hyderabad Order u/s 454: Adjudication for violation of Sec. 203 by Toyotsu Bharat Integrated Services Pvt Ltd

ROC-Hyderabad Order u/s 454: Adjudication for violation of Sec. 203 by Toyotsu Bharat Integrated Services Pvt Ltd. In this article, we will take you through the mandatory provisions under Section 203 of the Companies Act, 2013. According to this section, every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel- 
(i) Managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; 
(ii) Company secretary; and 
(iii) Chief Financial Officer 
Failure to comply with these requirements may result in penalties for both the company and the officers in default, as specified under Section 450 of the Companies Act, 2013. Therefore, it is essential to adhere to these provisions to avoid any legal consequences. 
Applicable Provisions: - 
As per section 203(1) of Companies Act 2013, Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel, 
(i) Managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; 
(ii) Company secretary; and 
(iii) Chief Financial Officer 
Provided that an individual shall not be appointed or reappointed as the chairperson of the company, in pursuance of the articles of the company, as well as the managing director or Chief Executive Officer of the company at the same time after the date of commencement of this Act unless, — 
(a) The articles of such a company provide otherwise; or 
(b) The company does not carry multiple businesses: 
If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees. 
Facts of the case: - 
The case centers on a company that failed to appoint a Whole-Time Company Secretary after its paid-up capital increased. This failure lasted from December 30, 2015, to March 28, 2019, totaling 1,185 days and violating Section 203 of the Companies Act. As a result, the Registrar of Companies imposed a total penalty of Rs. 15.00 Lakhs on the company and its two Managing Directors, Mr. Manabu Asada and Mr. Tomohiro Yama, with each liable for Rs. 5.00 Lakhs. 
On August 1, 2023, an appeal hearing took place, where Mr. B Pavan Kumar Reddy, a Practicing Company Secretary, represented the appellants. He argued that the delay was unintentional and did not cause any financial harm to the public or stakeholders, asking for a reduction in the penalty. This case highlights the importance of compliance with company regulations and the consequences of non-compliance, while also showing the possibility for appeal.  
Taking into account the facts and the submissions, the penalty is reduced by the Regional director for the Company to Rs. 3,00,000 and for 2 directors to Rs. 1,00,000 (total aggregrating to Rs. 5,00,000). 
Penalty Imposed by Registrar of Companies on Company and Officers in Default 
Taking into consideration the facts of the appeal and submissions made by the authorized representative, the penalty imposed by Registrar of Companies is reduced.

Violation of section

Penalty imposed on company/ directors

Penalty imposed by ROC

Revised penalty imposed by RD

Sec. 203 of the Companies Act, 2013

Company

5,00,000

3,00,000

Director

5,00,000

1,00,000

Director

5,00,000

1,00,000

Total

15,00,000

5,00,000

Reduction in penalty 
The ground stated for the reduction of penalty are as follows:

That the delay was inadvertent and unintentional on the part of the applicants and did not cause any financial loss to the company or its stakeholders at large or injury to the interest of public.

Exemption to Startup/ Small Company/OPC under section 446B:  
As per sec. 446B of the Companies Act, 2013, if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be, shall be liable to a penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an officer who is in default or any other person, as the case may be. 
In this case, Section 446B does not apply, as the company does not meet the criteria. 
Conclusion 
The MCA's decision to support Toyotsu Bharat Integrated Services in India is a clear example of how regulators can adapt to unusual situations. It highlights the need for regulatory bodies to take into account global issues like the COVID-19 pandemic when evaluating how businesses manage their operations and follow rules. 
This case sets a new standard for how violations are judged, showing that the importance of complying with all legal provisions, as failure to do so led to significant penalties. 
Download MCA adjudication order:

In this article, we will take you through the mandatory provisions under Section 203 of the Companies Act, 2013. According to this section, every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel-

(i) Managing director, or Chief Executive Officer or manager and in their absence, a whole-time director;

(ii) Company secretary; and

(iii) Chief Financial Officer

Failure to comply with these requirements may result in penalties for both the company and the officers in default, as specified under Section 450 of the Companies Act, 2013. Therefore, it is essential to adhere to these provisions to avoid any legal consequences.

Applicable Provisions: -

As per section 203(1) of Companies Act 2013, Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,

(i) Managing director, or Chief Executive Officer or manager and in their absence, a whole-time director;

(ii) Company secretary; and

(iii) Chief Financial Officer

Provided that an individual shall not be appointed or reappointed as the chairperson of the company, in pursuance of the articles of the company, as well as the managing director or Chief Executive Officer of the company at the same time after the date of commencement of this Act unless, —

(a) The articles of such a company provide otherwise; or

(b) The company does not carry multiple businesses:

If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.

Facts of the case: -

The case centers on a company that failed to appoint a Whole-Time Company Secretary after its paid-up capital increased. This failure lasted from December 30, 2015, to March 28, 2019, totaling 1,185 days and violating Section 203 of the Companies Act. As a result, the Registrar of Companies imposed a total penalty of Rs. 15.00 Lakhs on the company and its two Managing Directors, Mr. Manabu Asada and Mr. Tomohiro Yama, with each liable for Rs. 5.00 Lakhs.

On August 1, 2023, an appeal hearing took place, where Mr. B Pavan Kumar Reddy, a Practicing Company Secretary, represented the appellants. He argued that the delay was unintentional and did not cause any financial harm to the public or stakeholders, asking for a reduction in the penalty. This case highlights the importance of compliance with company regulations and the consequences of non-compliance, while also showing the possibility for appeal.

Taking into account the facts and the submissions, the penalty is reduced by the Regional director for the Company to Rs. 3,00,000 and for 2 directors to Rs. 1,00,000 (total aggregrating to Rs. 5,00,000).

Penalty Imposed by Registrar of Companies on Company and Officers in Default

Taking into consideration the facts of the appeal and submissions made by the authorized representative, the penalty imposed by Registrar of Companies is reduced.

Violation of section	Penalty imposed on company/ directors	Penalty imposed by ROC	Revised penalty imposed by RD
Sec. 203 of the Companies Act, 2013	Company	5,00,000	3,00,000
	Director	5,00,000	1,00,000
	Director	5,00,000	1,00,000
	Total	15,00,000	5,00,000

Reduction in penalty

The ground stated for the reduction of penalty are as follows:

That the delay was inadvertent and unintentional on the part of the applicants and did not cause any financial loss to the company or its stakeholders at large or injury to the interest of public.

Exemption to Startup/ Small Company/OPC under section 446B:

As per sec. 446B of the Companies Act, 2013, if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be, shall be liable to a penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an officer who is in default or any other person, as the case may be.

In this case, Section 446B does not apply, as the company does not meet the criteria.

Conclusion

The MCA's decision to support Toyotsu Bharat Integrated Services in India is a clear example of how regulators can adapt to unusual situations. It highlights the need for regulatory bodies to take into account global issues like the COVID-19 pandemic when evaluating how businesses manage their operations and follow rules.

This case sets a new standard for how violations are judged, showing that the importance of complying with all legal provisions, as failure to do so led to significant penalties.