Introduction: The Ministry of Corporate Affairs (MCA) has taken strict action against United Agrolife (India) Limited for its failure to comply with the statutory requirements concerning the maintenance of a registered office. This article provides an overview of the case, the adjudication order, and the penalties imposed on the company and its directors.
Background: United Agrolife (India) Limited, a registered company under the Companies Act, 2013, has been found in violation of Section 12(4) of the Act. The MCA, through its Adjudicating Officer, has issued an adjudication order outlining the penalties for non-compliance.
Appointment of Adjudicating Officer: The Registrar of Companies, Uttarakhand, has been appointed as the Adjudicating Officer by the Ministry of Corporate Affairs to adjudicate penalties under Section 454 of the Companies Act, 2013.
Details of United Agrolife (India) Limited: The company, registered on June 16, 2010, with its registered office at Dev Rishi Enclave, Dehrakhas, Dehradun, Uttarakhand – 248002, has failed to maintain its registered office in accordance with the provisions of the Companies Act, 2013.
Facts of the Case:
- The company received notices (No.TC/Comp/Roc-Cum-OUUK/2023/165 dated 15.02.2023 and No.TC/Comp/Roc-Cum-OL/UK/2023/180 dated 20.02.2023) but failed to respond, indicating non-compliance with Section 12(1) and 12(4) of the Companies Act, 2013.
- Show Cause Notices (No. LC/SCN/12(8)/ROC/U102023/339 to 342 dated 12.04.2023) and (No. LC/SCN/12(8)/ROC/UK112023/972 to 975 dated 13.10.2023) were issued, and the company and its directors did not furnish any reply.
Sections Violated:
- Section 12(1): A company must have a registered office capable of receiving communications and notices.
- Section 12(4): Notice of every change in the situation of the registered office must be given to the Registrar within fifteen days.
Penalties Imposed: The adjudication order imposes penalties on the company and its directors for the violation of Section 12(1) and Section 12(4) of the Companies Act, 2013. The penalties are as follows:
- United Agrolife (India) Limited: Rs. 1,00,000/-
- Directors: Mohammad Javed, Mohammad Ahsan Haidar, Ashok Kumar: Rs. 1,00,000/- each
Rectification and Payment: The company and its directors are directed to rectify the default immediately upon receipt of the order. Penalties are to be paid through online mode using the MCA website within 90 days of receiving the order.
Appeal Process: The affected parties have the option to file an appeal within sixty days from the date of receipt of the order with the Regional Director (Northern Region), Ministry of Corporate Affairs, in Form ADJ, accompanied by a certified copy of the order.
Non-Payment Consequences: Section 454(8) of the Companies Act, 2013, warns of consequences in case of non-payment of the penalty within the prescribed time limit.
Conclusion: The MCA’s imposition of penalties on United Agrolife (India) Limited and its directors underscores the importance of adherence to statutory obligations. Companies are reminded to maintain a registered office and comply with the provisions of the Companies Act, 2013, to avoid legal repercussions and financial penalties. The adjudication order serves as a reminder of the regulatory authority’s commitment to upholding corporate governance standards.
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Government of India
Ministry of Corporate Affairs
Office of Registrar of Companies
Cum-Official Liquidator, Uttarakhand
Attached to High Court, Nainital
Office at Mezzanine Floor, 78, Rajpur Road
Shri Radha Place, Dehradun – 248001 (U.K.)
Phone: 0135 — 2745012/2745013
Email: [email protected]
Order No. ROC/UK/United Agrolife/Penalty Order/2023/1065 to 1069 Dated: 06.11.2023
ORDER
Adjudication Order for Penalty under Section 454(3) of the Companies Act, 2013 read with Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 for Violation of Section 12(4) of the Companies Act, 2013 in the Matter of United Agrolife (India) Limited (U01403UR2010PLC033201)
Appointment of Adjudicating Officer:-
1. The Ministry of Corporate Affairs vide its gazette notification no A-42011/11212014-Ad.11 dated 24.3.2015, has appointed Registrar of Companies, Uttarakhand as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
Company:–
2. Whereas the Company UNITED AGROLIFE (INDIA) LIMITED [herein after known as Company] is a registered company with this office under the provisions of the Companies Act, 2013/1956 (or previous Acts in force, as applicable) on 16.06.2010, and is having its registered office situated at Dev Rishi Enclave, Dehrakhas, Dehradun, Uttarakhand – 248002. As per MCA website. The Financials & other details of the subject company for immediately preceding Financial Year as available on MCA-21 Portal is tatted as under:-
| S. No. | Particulars | Details |
| 1 | Paid up Capital as on 31.03.2022 (Equity & Preference Share) | Rs.5,00,000 |
| 2. | Turnover (as per financials filed by the company as on 31.03.2022) Revenue from operations as per balance sheet filed by the company as on 31.03.2022 on MCA-21 Portal | Rs.45,46,200 |
| 3 | Holding Company | Nil |
| 4 | Subsidiary Company | Nil |
| 5 | Whether company registered under section 8 of the Act? | NA |
| 6 | Whether company registered under any other special Act? | NA |
Facts of the Case:-
3. Whereas this office has issued letter No.TC/Comp/Roc-Cum-OUUK/2023/165 dated 15.02.2023 and No.TC/Comp/Roc-Cum-OL/UK/2023/180 dated 20.02.2023 on the address of the company but the same has been received undelivered with the postal remark —–(copy of envelop enclosed). Thus it is evident that the Company and its Directors including Key Managerial Personnel have failed to comply with the provision of Section 12(1) & 12(4) of the Companies, Act, 2013, in maintaining registered office of the Company, thereby attracting the penal provisions mentioned under Section 12(8) of the Act. The Company and its directors including Key Managerial Personnel are officers in default, as per section 2(60), of the Companies Act, 2013, and are thus liable for penal provisions.
4. Accordingly a Show Cause Notice No. No. LC/SCN/12(8)/ROC/U102023/339 to 342 dated 12.04.2023 was .issued to the company and its directors for initiating Inquiry under section 12(8) read with relevant Rules. The Company and its director in default has failed to furnish any reply to the said show cause notice.
5. Another Notice for Inquiry Notice No. No. LC/SCN/12(8)/ROC/UK112023/972 to 975 dated 13.10.2023 was also issued to the company and its officers in default through speed post. The Company and its director in default has failed to furnish any reply to the said inquiry notice.
This proves that company has violated the provisions of Section 12(1) of the Company Act, 2013. The Relevant Provisions of Sections 12 are reproduced as under
Section 12(1) — A company shall, on and from the fifteenth day of its incorporation and at all times, thereafter, have a registered office capable of receiving and acknowledging all communications and notice as may be addressed to it.
Section 12(2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.
Section 12(3) 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 therefore are not those of the language or of on 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-mal and website addresses, if any, printed in all its
(d) business letters, billheads, letter papers and in all its notices and other official publication; and;
(d) Have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case be, along with its name, the former name or names so changed during last two years as required under clauses (a) and (c):
Section 12(4) — Notice of every change of the situation of the registered office, verified in the manner proscribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.
Section 12(8) — 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 on thousand rupees for every day during which the default continues but not exceeding one lakh rupees.
1. ADJUDICATION OF PENALTY:–
Hearing fixed for 27.10.2023. Directors did not appears hence the following order passed Ex. Parties. ln the present case it is evident that the company has made violation of section 12(1) as company is not maintaining its registered office which proves the violation in terms of Section 12 of the Companies Act, 2013.
And date of violation for the Company is being reckoned from 31.10.2022 to till date which is a continuing offence.
Further date of violation for all the Directors is being being reckoned from 31.10..2022 to till date which is a continuing offence.
However since penalty prescribed under section 12(8) of the Companies Act, 2013 is maximum of Rs. 1,00,000/- in case of continuing offence so it is levied on the company that is M/s. UNITED AGROLIFE (INDIA) LIMITED and director MOHAMMAD JAVED, MOHAMMAD AHSAN HAIDAR and ASHOK KUMAR
| A | B | C |
| S. No. | Particulars | Amount of Penalty as prescribed under section 12(8) of the Companies Act, 2013 |
| 1 | UNITED AGROLIFE (INDIA) LIMITED | Rs.1,00,000/- |
| 2 | MOHAMMAD JAVED | Rs. 1,00,000/- |
| 3 | MOHAMMAD AHSAN HAIDAR | Rs. 1,00,000/- |
| 4 | ASHOK KUMAR | Rs. 1,00,000/- |
In terms of para 2 of this order the company is a public company u/s 2(71) of The Companies Act, 2013 due to non-filing of financial statements of the immediately preceding financial years, this office is unable to ascertain the turnover to the Company for the respective financial year. Therefore the full amount of penalty as provided under sub section (8) of Section 12 is leviable on the company and its directors namely MOHAMMAD JAVED, MOHAMMAD AHSAN HAIDAR and ASHOK KUMAR.
In terms of Section 12 sub section (8) penalty of Rs. 1000/- is leviable for each day up to a maximum amount of Rs. 1 lac on the company and its officers in default. In the present case since the duration of default is more than 100 days, the maximum amount of Penalty is applicable on the company and its whole time director.
2. The company and its directors are hereby directed to rectify the default immediately on the date of receipt of copy of this order.
3. The notices shall pay the said amount of penalty as mentioned in column C above through online mode by using the website mca.gov.in (Misc. head) in favor of Pay & Accounts Offcer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid. In case of the above-mentioned officers in default, penalty is required to be paid from their own funds.
4. Appeal against this order may be filed with the Regional Director (Northern Region), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryanvaran Bhawan, CGO Complex, Lodhi road, New Delhi — 110003 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 the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
5. Your attention is also invited to section 454(8) of the Act in the event of non-payment of penalty within the prescribed time limit
6. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 copy of this order is being sent Company and its officer in default and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.
(Imran Ahmad Siddiqui)
Registrar of Companies, Adjudicating Officer
Uttarakhand, Dehradun.
Copy for Kind Information and Records to:
The Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing 2nd Floor,
Pt. Deendayal Upadhyay Bhawan, CGO Complex, Lodhi Road, New Delhi-110003
