The analysis of the given case reveals a clear instance of non-compliance with the Companies Act, 2013, by Mahadeva Vehicles Pvt. Ltd. The company was found to be in violation of Section 12(3)(c), which requires companies to print their contact information, including email and phone numbers, on official documents.
The investigation conducted by the Ministry of Corporate Affairs (MCA) resulted in the imposition of penalties on both the company and its directors. The penalty was determined at Rs. 21,000 for each party, for the period of non-compliance from 12/05/2023 to 01/06/2023.
The company’s response during the adjudication proceeding was an admission of the oversight but claimed it to be an isolated occurrence. However, the MCA deemed the violation to be valid and in violation of the Companies Act. As a result, the penalties were imposed as prescribed under Section 12(8) of the Act.
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES CUM OFFICIAL LIQUIDATOR, CHHATTISGARH
In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under Section 454
And
Sub-section (3) of Section 12 of the Companies Act, 2013.
And
In the matter of MAHADEVA VEHICLES PRIVATE LIMITED
(CIN: U50401CT2022PTC013617)
1. MAHADEVA VEHICLES PRIVATE LIMITED.
Mahadeva Cars Private Limited Ring Road No. 1,
Raipura Na, Raipur, Raipur, Chattisgarh,492099, India.
2. SHRI SUNIL MADHYANI (Director)
31/23 Malviya Nagar, Hotel 4 Season, Ward No 23,
Durg,491001, Chattisgarh, India
3. SHRI KASHVI MADHYANI (Director)
31/23 Malviya Nagar, Hotel 4 Season, Ward No23,
Durg,491001, Chattisgarh, India
……. Respondents
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No A-42011/112/2014-Ad.II dated 24.03.2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
a) Whereas Company MAHADEVA VEHICLES PRIVATE LIMITED (CIN: U50401CT2022PTC013617) (herein after known as Company] is a registered company with this office under the provisions of Companies Act, 2013 having its registered address at Mahadeva Cars Private Limited Ring Road No. 1, Raipura Na, Raipur, Raipur, Chattisgarh,492099, India.
b) As per clause 85 of section 2 of the Companies Act, 2013, small company means a company whose paid up capital and turnover does not exceed rupees four crore and forty crores respectively. As per MCA portal, paid up capital of the company- MAHADEVA VEHICLES PRIVATE LIMITED is Rs. 1,01,00,000 and as regard to turnover, the company has not filed its balance sheet, hence turnover could not be ascertained. Therefore, the benefits of section 446B of the Companies Act 2013, cannot be extended to this company while adjudicating penalty.
3. Facts about the case: –
a) Whereas as per section 12(3) of Companies Act, 2013, every company shall—
(a) Paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
(b) Have its name engraved in legible characters on its seal, if any;
(c) Get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and
(d) Have its name printed on hundies, promissory notes, and bills of exchange and such other documents as may be prescribed:
b) Whereas as per section 12(8) of Companies Act, 2013, If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.
c) Whereas the company has filed form MGT 14 vide SRN No. AA2818083 to this office on 08.06.2023. During examination of this work item it is found that company has not get printed its email id and phone number on its board resolution dated 12/05/2023 and resolution of EoGM dated 01/06/2023 attached to the SRN in compliance of section 12(3) (c) of the Companies Act, 2013. Hence, the company has violated section 12(3) (c) of the Companies Act, 2013, which attracted penal provisions of Section 12(8) of The Companies Act, 2013.
Show cause notice, reply and personal hearing: –
4. Therefore, for the above-mentioned violation, this office has issued Show cause notices vide this office letter No. ROC-cum-OL-C.G./SCN/Sec.12 (1)/13617/2023/423 to 425 dated 28/06/2023 u/s 12(8) of the Companies Act, 2013.
5. Thereafter, company has submitted its reply dated 14/07/2023, duly signed by Shri Sunil Madhyani (director of the company), received in this office on 20/07/2023 to the afore-mentioned Show cause notice which is reproduced as under:
“It is respectfully submitted that the mistake concerning absence of email id and phone no in board resolution dated 12/05/2023 was an isolated occurrence. The details regarding email id and phone no. were inadvertently missed out by us in the board resolution dated 12/05/2023 only. All the future communications are in adherence to the appropriate standards and relevant provisions of the Companies Act, 2013 including our official letterhead. The same can be verified by your good self in the documents attached to the form INC-22. Also, letterhead of the company with changed registered office address is annexed herewith for your ready reference.”
6. As it is evident from record that email and phone no of the company were not get printed on the resolutions attached to the form MGT 14 and company also admitted that it has committed the mistake. Hence, it is concluded that company and its officer in default has not complied with the requirement of section 12(3) of the Act and are liable for penalty as prescribed under section 12(8) of the Act.
Order
In view of the above, it is concluded that company and its officers in default are liable for penalty as prescribed under section 12(8) of the Act for noncompliance of section 12(3) of the Companies Act, 2013 for 21 days i.e., with effect from 12/05/2023 to 01/06/2023 in terms of Section 12(8) of the Companies Act, 2013.
Accordingly, I am inclined to impose a penalty as prescribed under Section 12(8) of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
| Nature of Default |
Relevant section under the Companies Act,2013 | Name of persons on whom penalty is imposed | No. of days of default |
Penalty for default as per sec 12(8) | Total default amount |
Maximum Penalty | Final Penalty imposed |
| Non printing of email id & phone no. | 12(3)(c) & 12(8) | ON COMPANY | 21 | 1000 per day |
21000 | 1,00,000 | 21000 |
| SHRI SUNIL MADHYANI (DIRECTOR) | 21 | 1000 per day |
21000 | 1,00,000 | 21000 | ||
| SHRI KASHVI MADHYANI (DIRECTOR) | 21 | 1000 per day |
21000 | 1,00,000 | 21000 |
I. I am of the opinion that penalty is commensurate with the aforesaid failure committed by the Noticees and penalty so imposed upon them shall be paid from their personal sources/ income.
II. The company and officers in default shall pay the said amount of penalty through online mode by using the website mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, Mumbai, payable at Mumbai, within 90 days of receipt of this order, and file form INC-28 attaching a copy of order and payment challans. The notice shall pay the said amount of penalty online by using website www.mca.gov.in (miscellaneous head) specifying the details of this order and the name of the noticee who is paying the penalty. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only pursuant to Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019.
(III) Appeal against this order may be filed in writing with the Hon’ble Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad within a period of sixty days from the date of receipt of this order, in Form ADJ (available on Ministry website mca.gov.in setting forth 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 (Adjudicating of Penalties) Rules, 2014).
IV. Your attention is also invited to Section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount ,the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees and officer in default shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty five thousand rupees but which may extend to one lakh rupees or both.
In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to:
1. MAHADEVA VEHICLES PRIVATE LIMITED
2. SHRI SUNIL MADHYANI (Director)
3. SHRI KASHVI MADHYANI (Director)
4. Regional Director (NWR), Ahmedabad
5. And will also be uploaded on MCA Website.
The adjudication notice stands disposed of with this order.
Sitaram Sharan Gupta
Adjudicating officer
Registrar of Companies Chhattisgarh-
Bilaspur (C.G.)
Signed on this 27th day of July 2023
Place: Bilaspur, Chhattisgarh.
