SECTION 454: PENALTIES AND ADJUDICATION:.
The Central Government published an order in the official Gazette, appointed many Central Government officers, not under the Registrar rank, for adjudging penalty as adjudicating officers under the provisions of this Act as may be prescribed in the manner.
Rules (Adjudication of Penalties) , 2014.
An adjudication is a judgment or ruling legally, which is final that can also refer to the settling process a case which is legal or claim through the justice system or court. Adjudication is mainly used for dispute resolution process. Adjudication is the data evaluation contained in a background investigation, a polygraph exam, and/or any other relevant reports which are available, to make sure whether an individual is fit for federal employment or eligible for access to information that is classified. Adjudication is a simple and efficient method of general settling and emphasis construction disputes. The key feature is speed since a decision must be reached within 28 days.
3. Adjudication of Penalties:-
The Central Government may appoint any officer, not under the Registrar rank, for adjudging penalty
as adjudicating officers under the provisions of the Act.
2. On appointing adjudicating officers, the Central government shall indicate their jurisdiction under sub-section (1) in the order.
3. The adjudicating officer may impose the company penalty by an order and the officer stating any non-compliance who is in default or under the default relevant provision of the Act.
4. The adjudicating officer shall, any penalty before imposing, give opportunity which is reasonable of being heard to such company and the officer who is in default.
Companies (Penalties Adjudication) Rules, 2014.
5. Any person aggrieved by an order which adjudicating officer made under sub-section(3) may prefer an appeal to the Regional Director having jurisdiction in the matter.
6. Every appeal under sub-section (5) within sixty days shall be filed from the date on which the order copy made by the adjudicating officer is received by the aggrieved person and shall be in such manner, form and be accompanied by such fees that are prescribed.
7. After giving the parties to the appeal an opportunity of being heard the regional director may pass such order as he thinks fit, modifying, confirming or setting the order aside against the appeal.
8. The company does not pay the penalty imposed by the adjudicating officer or the Regional Director from the date of the receipt of the copy in the period of ninety days of the order, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees that may extend to rupees five lakhs.
9. The company officer who is in default doesn’t pay the penalty within a period of ninety days of the copy of the order from the date of receipt, such officer shall be punishable which may extend to six months with imprisonment or with fine which shall not be less than twenty-five thousand rupees which may exceed one lakh rupees or with both.
SECTION 455: DORMANT COMPANY
- Where a company is formed and under this Act registered for a future project or to hold an intellect property or an asset and has no significant transaction of accounting, such an inactive company or a company may make an application to the registrar in such manner as may be prescribed for obtaining the dormant company status.
- On consideration, the Registrar of the application can allow the dormant company status to the applicant and a certificate to issue as may be prescribed in such form to that effect.
- The Registrar shall maintain a dormant companies register in such form as may be prescribed.
- Financial statements that the company not filed or for two financial years the annual returns consecutively, the Registrar can issue a notice to that company and enter such company name maintained for dormant companies in the register.
- A dormant company may have the minimum number of directors, file such documents and pay such annual fee that is prescribed to the Registrar to retain its dormant status in the register and may become an active company in the application accompanied by such company in the behalf such documents accompanied and prescription fee.
- The Registrar shall strike off the dormant company name from the dormant companies register which has failed with this recommendation of this section to comply.
- In case of Company that has not filed financial statements or Annual returns for 2 financial years consecutively, the Registrar shall suo moto issue a company notice and enter in the register the company name for Dormant Company maintenance.
- This section purpose:
- 1. “inactive company” means a Company that has not been carrying operation or any business, or has not made by any important transaction of accounting during the last two financial years, or has not filed financial statements and Annual Returns during the last two financial years.
- ” Significant Accounting Transaction” means any transaction other than
- 1. Fee payment by a Company to the Registrar.
- 2. To fulfill this Act requirement made by the payments or any other law.
- 3. Shares allotment to fulfill the requirements of this Act and
- 4. payment for office maintenance and records.
- On consideration of the application in Form no MSC-1 the registrar along with the fees in the Companies ( Registered Fees and Offices ) Rules, 2014 as prescribed, allow the Dormant Company status to the applicant provided a special resolution is passed a Dormant Company Status to the applicant provided a special resolution that is passed to this effect by the applicant and under satisfied given condition .
- The inquiry, no inspection or investigation has been ordered or carried out against the company or taken up.
- No prosecution has been initiated and against the company pending under any law.
- The company is either having any public deposits which are outstanding or the company is in default payment thereof and thereon interest.
- The company is not having any secured or unsecured outstanding loan
- In the management or company ownership there is no dispute and in this regard, a certificate is enclosed with FORM MSC-1;
- The company does not have any outstanding dues, statutory taxes, duties etc payable to any State Government or the Central Government etc or the local authorities etc;
- The company has not defaulted on workmen’s dues in the payment;
- The company securities are not listed on any stock exchange within or Outside India.
- In case of a Company that has not filed financial statements or Annual Returns for 2 years consecutively, the Registrar shall issue a Company notice and enter such Company name in the Registrar maintained for Dormant Companies.
- Dormant companies shall have 3 Directors minimum in case of public company, 2. in case of private and 1 in case of One Person Company. The provisions relating to auditors rotation will not apply.
- The dormant company can file a Dormant Company Return in Form No MSC-3 along with the fees in the Companies as prescribed Rules, 2014, indicating suly the financial position by a chartered accountant audited within 30 days from each financial year-end. Such company shall also file allotment return and within the time specified in the Act and change in directors.
- For obtaining an active company status, the dormant company has to file an application in Form no MSC-4 along with the Companies fees as prescribed Rules 2014, with the Registrar and shall be accompanied by a return in Form no MSC-3. A Dormant company cant remains dormant for the period of 5 years continuously otherwise the registrar will initiate the process of striking the company name.
- Dormant company does or omits to do any act mentioned in the Grounds of application in Form MSC-1 submitted for obtaining the dormant company status to Registrar, affecting the dormant company status, the directors shall within seven days from such event, an application, filing under sub-rule(1) of this rule, for obtaining an active company status.
- The Companies Registrar can take an action against any dormant company if it comes to its knowledge that such company is functioning in any way.
- SECTION 456: PROTECTION OF ACTION TAKEN IN GOOD FAITH.
- No prosecution, suit or other legal proceedings shall lie against the Government or any Government officer or any other person in respect of anything which is in good faith done or intended to be done in this Act pursuance or of orders or any rules made thereunder or in respect of the publication by or under the Government authority or such officer of any paper, report or proceedings.
- SECTION 457: NON-DISCLOSURE OF INFORMATION IN CERTAIN CASES:
- In spite anything contained in any other law for the time that was in force, any Government officer, the Registrar or any other person shall not be compelled to any court to disclose, other authority or Tribunal, the source from where he got any information which
- a has led the Central Government under section 210 to order an investigation or
- b, is or relevant in connection with such investigation or has been material.