The Registrar of Companies, Karnataka, issued an adjudication order on June 11, 2024, penalizing Mozarc Medical India Private Limited for violating Section 56(4)(a) of the Companies Act, 2013. The company, incorporated on July 15, 2022, failed to issue share certificates within the statutory two-month period. While it received most subscription amounts by September 9, 2022, an administrative delay led to a six-day late issuance of share certificates. As per the Companies Act, the company and its officers are liable to a penalty of INR 50,000 each. The hearing, held on May 21, 2024, concluded with the adjudicating officer imposing penalties on the company and its directors, Mr. Paul Alexander Sexson III, Mr. Venkatesh Rao Manda, and Ms. Veena Bangalore Mahadevappa. The company is directed to pay the penalties within 90 days and file Form INC-28 with proof of payment. Appeals can be filed with the Regional Director (South East Region), Hyderabad, within 60 days. Non-compliance will result in further penal action under Section 454(8) of the Companies Act, 2013. The company must also serve a copy of the order to the directors/officers-in-default as per Section 20 of the Act.
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Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, `E’- Wing,
Koramangala, Bengaluru – 560 034
phone : 080-25537449/25633105
E-mail ID : [email protected]
File No. ROC(B)/Adj.Ord.454-56(4)(a)/Mozarc Medical/Co.No.163852/2024/ Date:11.06.2024
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RU9LES, 2014 FOR VIOLATION OF PROVISIONS OF SECTION 56(4)(a) OF THE COMPANIES ACT, 2013 READ WITH RULES (AS AMENDED FROM TIME TO TIME) FRAMED THEREIN BY MOZARC MEDICAL INDIA PRIVATE LIMITED
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter referred to as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of Companies Act, 2013.
2. The company, Mozarc Media India Private Limited (hereinafter referred to as Company) having CIN: U74999KA2022FTC163852 was incorporated on 15.07.2022 and is presently registered under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is situated at 11th Floor, Tower B, Prestige Shantiniketan, Whitefield, Bangalore — 560048.
3. The company has filed a suo-motu application on 18.03.2024 regarding noncompliance of section 56(4)(a) of the Act. It has been stated that the company received the subscription amount of Rs. 99,990 from Renal Care Solutions Ireland Limited on 09.2022, but there was delay in receiving the subscription amount of Rs. 10 from Bellco S.r.l. due to certain administrative formalities. The subscription amount of Rs. 10 was credited to the company’s bank account on 21.09.2022. Consequently, the company was unable to issue the share certificates within the statutory timelines prescribed under section 56(4)(a) of the Act.
4. The company was required to issue the share certificates within 2 months from the date of incorporation, i.e., on or before 09.2022. However, the share certificates were issued by the company on 21.09.2022, i.e., with a delay of 6 days due to reasons mentioned herein.
5. As per the provisions of section 56(4)(a) of the Act, every company shall, unless prohibited by any provision of law or any order of court, tribunal, or other authority, 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 subscribers to the memorandum.
6. As per the provisions of section 56(6) of the Act, where any default is made in complying with the provisions of sub-sections (1) to (5), the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
7. Pursuant to the adjudication application filed by the company, Notice of hearing was sent on 03.05.2024 and physical hearing was held on 21.05.2024. It was attended by Mr. Anup Vijay Kulkarni, Advocate and authorised representatives of the company the directors. He made his submissions as stated in the application regarding the period of default.
8. It is seen that the company is a subsidiary company and does not fall under the definition of a small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provisions of imposing lesser penalty as per the section 446B of the Act shall not be applicable in this case.
9. Therefore, having considered the facts and circumstances of the case and the submissions made by the company and present / past directors through their authorised representatives, in view of the above said violations and in exercise of the powers vested under section 454(3)(a) of the Companies Act 2013, I do hereby impose penalty in the following manner on the company and the directors / officers who were in default of the offence committed:
| S. No. |
Particulars of notice | Penalty as per section 56(6) of the Act |
| 1 | Company | Rs. 50,000 |
| 2 | Mr. Paul Alexander Sexson III | Rs. 50,000 |
| 3 | Mr. Venkatesh Rao Manda | Rs. 50,000 |
| 4 | Ms. Veena Bangalore Mahadevappa | Rs. 50,000 |
10. The company and its directors / key managerial personnel are hereby directed to pay the penalty amount as tabulated above within 90 days from the date of receipt of this Order and file Form INC-28 attaching a copy of the Order and payment challans. In case of directors, such penalty amount is required to be paid out of their own funds. The noticee shall pay the said amount of penalty online by using the website mca.gov.in (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.
11. Appeal, if any, against this Order may be filed with the Regional Director (South East Region), Hyderabad within a period of 60 days from the date of receipt of this Order in Form ADJ setting forth the grounds of appeal and shall be accompanies by a certified copy of this Order.
12. Your attention is also invited to section 454(8) of the Companies Act, 2013 in case of non-compliance of this Order wherein necessary penal action will be initiated under 454(8)(i) and (ii) of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter.
13. The company is required to serve a copy of this Order on the director(s)/ officer(s)-in-default mentioned above in terms of provisions of section 20 of the Companies A t, 2013.
(Sanjay Sood)
Registrar of Companies, Karnataka
and Adjudicating Officer
