The Registrar of Companies (ROC), Jaipur, imposed penalties on Agrilife Technologies Private Limited for failing to file the return of allotment in Form PAS-3 within the prescribed timeframe as required under Section 39(4) of the Companies Act, 2013, and Rule 12(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company, having allotted 11,87,000 equity shares on 25th September 2020, was required to file the return by 24th October 2020 but did so only on 28th January 2022, leading to a significant delay. Following a hearing on 25th June 2024, penalties were imposed on the company and its officers—Ajeet Godara, Arvind Godara, and Manphool Singh Godara. Each was fined ₹50,000, making a total of ₹2,00,000. The penalties must be paid through the Ministry of Corporate Affairs portal. Failure to pay may result in further fines or imprisonment. The order allows for an appeal within 60 days to the Regional Director, Ministry of Corporate Affairs, Ahmedabad. This enforcement action underscores the importance of timely compliance with statutory filing requirements under the Companies Act.
OVERNMEN OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES CUM OFFICIAL LIQUDIAOTR,
ATTACHED TO RAJASTHAN HIGH COURT, JAIPUR BENCH AT JAIPUR
CORPORATE BHAWAN, G/6-7, RESIDENCY AREA, CIVIL LINES, JAIPUR- 302001
ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICTION OF PENALTIES) RULES, 2014 AND COMPANIES (ADJUDICATON OF PENALTIES) AMENDEMENT RULES, 2015 FOR THE VIOLATION OF SECTION 39(4) OF COMPANIES ACT, 2013 READ WITH RULE 12(1) OF COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 IN THE MATTER OF: –
01. Agrilife Technologies Private Limited, Company
Mid Town Plaza, Shop No. 1, Purani Abadi, Sabji Mandi Chowk, Sri Ganganagar, Rajasthan- 335001.
02.Shri Meet Godara, Director
03. Shri Arvind Godara, Director
04. Shri Manphool Singh Godara, ex-Director…… Respondents
Date of hearing — 25.06.2024
Present: –
01. Shri Ruvit Kumar, ROC-Cum-OL, Rajasthan, Jaipur
02. Shri Raunak Agrawal, AROC-cum-AOL, Rajasthan, Jaipur
03. Shri Rachit Sharma, Advocate and authorized representative of the respondents.
ADJUDICATION ORDER
1. Appointment of Adjudicating Officer: –
WHEREAS the Ministry of Corporate Affairs vide its Gazette Notification No. SO 831 (E) dated 24.03.2015 appointed the Registrar of Companies/undersigned as Adjudicating Officer in exercise of the Power conferred by Section 454 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014. The Registrar of Companies vide the Companies (Amendment) Act, 2019 is entrusted with power to adjudicate penalty as provided under Section 39(5) of the Companies Act, 2013.
2. Respondent Company:
WHERAS Agrilife Technologies Private Limited (CIN U01122RJ2015PTC048879) is registered with this office under the provisions of Companies Act, 2013 and having its registered office at Mid Town Plaza, Shop No. 1, Purani Abadi, Sabji Mandi Chowk, Sri Ganganagar, Rajasthan- 335001.
3. Relevant provisions of the Companies Act, 2013: –
WHEREAS as per the provision of section 39 (4) of the Companies Act, 2013 “Whenever a company having a share capital makes any allotment of securities, it shall file with the Registrar a return of allotment in such manner as may be prescribed.”
WHEREAS as per Rule 12(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 “Whenever a company having a share capital makes any allotment of its securities, the company shall, within thirty days thereafter, file with the Registrar a return of allotment in Form PAS-3, alongwith the fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.”
WHERAS as per provision of section 39(5) of the Companies Act, 2013 “in case of any default under sub-section (3) or (4), the company and its officer who is in default shall be liable to a penalty, for each default, of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.”
4. Facts of the Case:
- It has been observed that the company has allotted 11,87,000 equity shares w.e.f. 25.09.2020. In this regard, the return of allotment in e-Form PAS-3 was required to file with Registrar by the company on or before 24.10.2020 pursuant to section 39(4) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. However, the company has filed the same with Registrar on 28.01.2022 vide SRN T74798950 with a delay.
In view of the above, this office is in view that the company and its officer’s in default have violated the provision of section 39(4) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
- Therefore, this office has issued a Show Cause Notice dated 09.05.2024 to the company and its officer’s in default and directed them to furnish their replies in the matter within 15 days from the date of notice. However, no reply in the matter has been received so far form them.
- Further, this office has issued an Adjudication Notice dated 06.06.2024 to the company and its officer’s in default and fixed a date of hearing in the matter on 25.06.2024.
- Further, at the time of hearing, Shri Rachit Sharma, Advocate & authorised representatives of the Respondents has appeared in the matter. He has submitted a Certificate No. DIPP2827 dated 22.05.2017 issued by the Department for promotion of Industry and Internal Trade, Ministry of Commerce & Industry, Govt. of India stating that the company is recognized a startup and requested Competent Authority to impose a penalty in accordance with section 446B of the Companies Act, 2013.
- In view of the above facts, the undersigned has reasonable cause to believe that the provision of section 39(4) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 have not been complied with by the Respondents and therefore liable for penal action under section 39(5) of the Companies Act, 2013. Accordingly, in exercise the power of 454 (3) of the Companies Act, 2013, I am inclined to impose a penalty on the respondents in accordance with section 446B of the Companies Act, 2013, as under: –
| Nature of
default |
Relevant section of the Companies Act, 2013 and Rules made thereunder |
Name of company/ persons on whom penalty imposed | No. of defaulting days | Total default amount (In Rs.) | Maximu m Limit for Penalty (In Rs.) | Final Penalty Imposed (In Rs.) in accordance with section 446B of the Companies Act, 2013 |
| Delay in filing of e-Form PAS-3 with Registrar
|
Section 39(4) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Significant Beneficial Owners) Rules, 2018
|
Agrilife Technologies Private Limited | 460 | 1,000/-*460= 4,60,000 | 1,00,000 | 50,000/- |
| Shri Ajeet Godara | 460 | 1,000/-*460= 4,60,000 | 1,00,000 | 50,000/- | ||
| Shri Arvind Godara | 460 | 1,000/-*460=
4,60,000 |
1,00,000 | 50,000/- | ||
| Shri Manphool Singh Godara | 460 | 1,000/-*460= 4,60,000 | 1,00,000 | 50,000/- | ||
| Grand Total | 2,00,000 | |||||
| That the number of days calculated from 25.10.2020 to 27.01.2022. | ||||||
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the respondents and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/ income. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.
5. Appeal against this order may be filed in writing with the Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad within a period of sixty days from the date of receipt of this order, in e-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 Companies Act, 2013 read with Companies (Adjudicating of Penalties) Rules, 2014).
6. 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.
7. 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 the following: –
I. Agrlife Technologies Private Limited at Mid Town Plaza, Shop No. 1, Purani Abadi, Sabji Mandi Chowk, Sri Ganganagar, Rajasthan- 335001.
II. Shri Ajeet Godara at _________________________.
III. Shri Arvind Godara at _________________________.
IV. Shri Manphool Singh Godara at _________________________.
V. Regional Director, NWR, Ministry of Corporate Affairs, Ahmedabad at ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad, Gujarat-380 013.
The adjudication notice stands disposed off with this order.
(RUVIT KUMAR)
ROC-cum-OL & Adjudicating officer,
Rajasthan, Jaipur
File No. ROCJP/SCN/Sec 39/2024-25/1286
Dated: 23/07/2024
