Delay In Issuing Equity Share Certificates: RoC Imposes Rs. 75,000 Penalty On T. Forrest & Sons

Section 56(4)(a) of the Companies Act, 2013 provides that every company shall deliver the certificates of all securities allotted, transferred, or transmitted within a period of two months from the date of incorporation in the case of a subscriber to the memorandum.

Brief Facts:

T. Forrest & Sons India Private Limited filed a suo-moto adjudication application under Section 56(6) of the Companies Act, 2013 for violating Section 56(4)(a). The company stated that it issued equity shares to its subscribers of the Memorandum of Association on April 8, 2022. Consequently, there was a delay of 17 days in issuing equity share certificates to its shareholders. To rectify this default, the company submitted Form GNL-1 for compounding of offences under Section 441 read with Section 56 of the Companies Act, 2013.

However, the Regional Director (Northern Region) rejected this form in a hearing.

Observations by RoC:

The RoC noted that Section 56(4)(a) mandates that every company must deliver the certificates of all securities allotted, transferred, or transmitted within a period of two months from the date of incorporation. Section 56(6) states that any default in complying with the provisions of subsections (1) to (5) will render the company and every officer in default liable to a penalty of fifty thousand rupees.

Section 466B of the Companies Act, 2013 provides relief to certain types of companies, including One Person Companies, Small Companies, start-up companies, or producer companies. It states that if a penalty is payable for non-compliance with any provisions of the Act, such companies or their officers in default shall be liable to a penalty not exceeding half of the specified penalty, subject to a maximum of two lakh rupees for the company and one lakh rupees for the officer in default.

The RoC noted that T. Forrest & Sons India Private Limited being a Small Company under Section 2(85) of the Companies Act, 2013 issued equity shares to its subscribers on April 8, 2022. However, there was a delay of 17 days in issuing the equity share certificates to its shareholders which violated Section 56(4)(a).

The RoC imposed a penalty of Rs. 25,000 on the company, Rs. 25,000 on Amit Tiwari, an officer in default and Rs. 25,000 on Daniel Richard Wallbank, another officer in default.

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