The Registrar of Companies (ROC) Cuttack has imposed penalties on Hari Machines Limited and its officers for a violation of Section 136(1) of the Companies Act, 2013. The order was issued after it was discovered that the company, a listed entity, had failed to upload its financial statements, quarterly reports, and other required documents for the financial year 2017-18 to its website. This non-compliance was noted in the Secretarial Audit Report for that year. The ROC issued a show-cause notice to the company and three of its officers: the managing director, the CFO, and the company secretary.
In their response, the company’s representatives argued that the Chief Financial Officer (CFO), Kailash Kumar Agrawal, had no involvement or responsibility for the company’s website or its statutory disclosures. They asserted that this duty fell exclusively to the company secretary. They also acknowledged that the company secretary, Rakesh Ganeriwal, was responsible for the compliance, but claimed the failure to upload the documents was an “inadvertent and procedural” oversight, not a deliberate default. The company and the managing director, Sabyasachi Mishra, did not submit a separate reply.
The ROC order accepted the arguments concerning the CFO, Kailash Kumar Agrawal, and found him not liable, stating that website compliance does not fall under the purview of a CFO’s role. However, the ROC rejected the explanation provided for the company secretary, Rakesh Ganeriwal, holding him liable for the violation. The order also imposed penalties on the managing director, Sabyasachi Mishra, who did not respond to the notice. Penalties were imposed on the company and the two officers found in default under Section 136(3) of the Act. The company is required to pay Rs. 25,000, while the managing director and the company secretary each face a penalty of Rs. 5,000. The order noted that the company is currently under liquidation. The penalties are to be paid within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Cuttack
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, Corporate Bhawan, 2nd & 3rd Floor, Plot No-9(P), Sector-1,CDA,
Cuttack, Odisha, India, 753014
Phone: 0671-2366952 |
E-mail: roc.cuttack@mca.gov.in
Order ID: PO/ADJ/08-2025/CT/00615 Dated: 28/08/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 136(3) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act..
B. Company details:
In the matter relating to HARI MACHINES LIMITED. [herein after known as Company] bearing CIN L29299OR1948PLC000713, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at RAJGANGPUR NA SUNDERGARH Sundargarh Orissa India 770017
Individual details:
In the matter relating to RAKESH GANERIWAL [herein after known as individual] having DIN 02120801 and having its address at G-1005,4TH FLOOR,BLDG-10, KOYLA VIHAR,VASUNDHARA,VIP ROAD, KOLKATA West Bengal India 700052
In the matter relating to KAILASH KUMAR AGRAWAL [herein after known as individual] having DIN 02393634 and having its address at 1901, HORIZON TOWER-4, UNIWORLD CITY, NEW TOWN KOLKATA West Bengal India 700156
In the matter relating to SABYASACHI MISHRA [herein after known as individual] having DIN 00233852 and having its address at Flat No.1703 Horizon Tower-3, Uniworld City New Town North 24 Parganas West Bengal India 700156
C. Provisions of the Act:
If any default is made in complying with the provisions of this section, the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees.
D. Facts about the case:
1. Default committed by the officers in default/noticee – Proviso to Section 136(1) requires every listed Company to place its financial statements and all other documents required to be attached thereto, on its website, which is maintained by or on behalf of the Company. For the FY 2017-18, the Company Secretary qualified the Secretarial Audit Report on the basis that the company has not disclosed its last financial statement, quarterly reports, notice of Annual General Meeting, notice of closure of its members and also information about resignation of directors on its website which violates the Section 136(1) of the Companies Act, 2013
2. N. A.
E. Order:
1. Facts about the case : Proviso to Section 136(1) requires every listed Company to place its financial statements and all other documents required to be attached thereto, on its website, which is maintained by or on behalf of the Company. For the FY 2017-18, the Company Secretary qualified the Secretarial Audit Report on the basis that the company has not disclosed its last financial statement, quarterly reports, notice of Annual General Meeting, notice of closure of its members and also information about resignation of directors on its website which violates the Section 136(1) of the Companies Act, 2013.SCN : The Show Cause Notice (SCN) was issued on 15.07.2025, through e-mail as well as Speed Post, to (1) the company Hari Machines Limited, (2) Shri Sabyasachi Mishra, Managing Director, (3) Shri Kailash Kumar Agrawal, CFO and (4) Shri Rakesh Ganeriwal, Company Secretary. Reply of the Company/Officers : Shri Ashutosh Gupta and Gaurav Rana. Counsel & Authorised Representative on behalf of Shri Kailash Kumar Agarwal, Shri Rakesh Ganeriwal, have submitted reply vide letter dated 05.08.2025, wherein they have submitted that:- Shri Kailash Kumar Agarwal was serving as the Chief Financial Officer CFO) of the company during the relevant period, had no role or responsibility in relation to the maintenance or updation of the Company’s website or the disclosure of documents mandated under Section 136 of the Companies Act, 2013. As per the statutory framework and internal allocation of duties within the company, the responsibility to ensure timely and accurate uploading of financial statements and other related documents on the company’s website squarely vested with the Company Secretary, who is the designated officer responsible for ensuring compliance with various statutory disclosure requirements, including those under Section 136 of the Act and rules framed thereunder. Mr. Agarwal, in his capacity as CFO, was not involved in the day-to-day secretarial functions or any decision making process concerning website disclosure or corporate governance compliance. With regards to role of Shri Rakesh Ganeriwal, Company Secretary, it has been submitted that Mr. Rakesh Ganeriwal in his capacity as the Company Secretary during the relevant period, was entrusted with the responsibility of ensuring compliance with the statutory requirements under the Companies Act, 2013, including those prescribed under Section 136. However, the omission to place the requisite financial statements and accompanying documents on the company website for the Financial year 2017-18 was purely inadvertent and procedural in nature. The lapse occurred due to an administrative oversight and not due to any wilful default, negligence, or malafide intent on the part of Mr. Ganeriwal. The company and other Directors/Officers in default have not submitted any reply. Order : Based on the submissions made by the Authorised Representative on behalf of above Directors/Officers, it is observed that Shri Kailash Kumar Agarwal was serving as CFO of the company during the relevant period. The instant case which relates to Secretarial and Statutory compliances does not fall under the role and purview of the CFO. In respect of Shri Rakesh Ganeriwal, Company Secretary, it is admitted that compliance of Section 136(1) falls within the domain of the Company Secretary and submitted that the lapses were purely inadvertent and procedural in nature. Hence, he is liable to be punished for violation of Section 136(1) of the Companies Act, 2013. It is observed that the company is under Liquidation vide Order of the Ho’ble NCLT dated 16.11.2018. The other Directors/officers have not submitted any reply in the matter. Hence, the A.O. do hereby impose penalty upon Directors/Officers in default for the relevant period namely:- Shri Sabyasachi Mishra (Managing Director) and Shri Rakesh Ganerial (Company Secretary) under the provisions of Section 136(3) of the Companies Act, 2013 for vision of Section 136(1) of the Companies Act, 2013.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required (C) | Penalty Amount (D) | Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | HARI MACHINES LIMITED. having CIN as L29299OR1948P LC000713 | 0 | 0 | 25000 | |
| 2 | RAKESH GANERIWAL having DIN as 02120801 | 5000 | 0 | 5000 | |
| 3 | KAILASH KUMAR AGRAWAL having DIN as 02393634 | 0 | 0 | 5000 | |
| 4 | SABYASACHI MISHRA having DIN as 00233852 | 5000 | 0 | 5000 |
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3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Kolkata within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Sudhir Kapoor,
Registrar of Companies
ROC Cuttack
