Penalty Imposed on Bluemax Capital Solution Private Limited for Failure to State Liability and Capital Clause in MOA
The Ministry of Corporate Affairs, through the Registrar of Companies, Chennai, imposed penalties on Bluemax Capital Solution Private Limited under Section 4(1)(d) of the Companies Act, 2013, for failing to include the liability and capital clauses in its Memorandum of Association (MOA). Here’s a detailed summary of the adjudication order:
Background and Company Details
Bluemax Capital Solution Private Limited, registered under CIN U74999TN2014PTC096625, operates from its registered office in Tirunelveli, Tamil Nadu. The company’s financial status indicates it is active with a paid-up capital of Rs. 1,00,000, and it reported revenue of Rs. 84,18,371.5 from operations.
Violation and Inspection Findings
An inspection authorized under Section 206(5) of the Companies Act, 2013, revealed that Bluemax Capital Solution Private Limited had not included the required liability and capital clauses in its MOA. Specifically, Section 4(1)(d) mandates that the MOA must state the liability of its members and the extent of their liability, if any, on shares held by them. This omission constituted a violation of Schedule I of Table A of the Companies Act.
Adjudication Process
The Registrar of Companies issued an adjudication notice to Bluemax Capital Solution Private Limited and its directors, including Shri. Rajkumar Aravinth, Shri. Bharathraj, and Shri. Subramanian Gopalakrishnan, who were directors during the period of the violation. Despite receiving the notice, the company and its directors did not submit a response within the stipulated timeframe.
Adjudication Hearing and Decision
An adjudication hearing was held on 23rd January 2024, where the company’s representative appeared and acknowledged the violation. Based on the facts presented and the provisions of Section 450 of the Companies Act, 2013, which prescribes penalties for such contraventions, the adjudicating officer, B. Srikumar, ICIS, imposed penalties as follows:
- Bluemax Capital Solution Private Limited: Rs. 10,000
- Shri. Rajkumar Aravinth: Rs. 10,000
- Shri. Bharathraj: Rs. 10,000
- Shri. Subramanian Gopalakrishnan: Rs. 10,000
Direction for Amendment and Penalty Payment
In addition to the penalties, Bluemax Capital Solution Private Limited was directed under Section 454(3)(b) to amend its MOA to include the required clauses within 30 days from the date of the order. The company was instructed to pay the total penalty amount of Rs. 40,000 within 90 days, with proof of payment to be submitted to the Registrar of Companies.
Appeal and Non-Compliance Consequences
The order also informed the company of its right to appeal within 60 days to the Regional Director (SR), Ministry of Corporate Affairs, Chennai, against the imposed penalties. Failure to comply with the order within 90 days could result in further fines and potential imprisonment for officers in default under Section 454(8) of the Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/BLUEMAX /ADJ/S.4(1)(d)/2024 DATE: 30 APR 2024
ADJUDICATION ORDER UNDER SECTION 4(1)(d) OF THE COMPANIES ACT, 2013
IN THE MATTER OF M/S BLUEMAX CAPITAL SOLUTION PRIVATE LIMITED
1. Appointment of Adjudicating Officer:‑
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014- Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. Bluemax Capital Solution Private Limited with CIN: U74999TN2014PTC096625 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at No.26, Raja Rajeswari Nagar,1st Street, Opp. New Bus Stand, Tirunelveli, Palayamkottai, Tamil Nadu 627007. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S.No. | Particulars | Details |
| 1. | Company’s Status | Active |
| 2. | Filing Position | Financial Statement: up to 31.03.2018 Annual Return: up to 31.03.2018 |
| 3. | Paid up Capital | Rs.1,00,000/- |
| a. Revenue from Operation | Rs.84,18,371.5/- | |
| b. Other Income | Rs.16,000/- | |
| c. Profit for the Period | Rs.4,00,000/- | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
3. Directors during the period of violation:
| S.No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Shri. Rajkumar Aravinth | Director | 23.07.2014 | ….. |
| 2. | Shri.Bharathraj | Director | 23.07.2014 | ….. |
| 3. | Shri.Subramanian Gopalakrishnan | Director | 23.07.2014 | ….. |
4. Section and Penal Provision as per Companies Act, 2013
Section 4- Memorandum
(1) The memorandum of a company shall state‑
(d) the liability of members of the company, whether limited or unlimited, and also state,—
Section 450. Punishment where no specific penalty or punishment is provided.
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be [liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person.
5. Issue of Adjudication Notice:
An Inspection of Books and accounts of the company M/s. Bluemax Capital Solutions Private Limited was carried out by an Officer authorised by the Central Government U/s. 206(5) of the Companies Act, 2013 wherein the observations of the Inspecting Officer are as follows:
During the Inspection , it is observed, as per Section 4(1)(d) and Schedule I of Table A 4′h Point states that Memorandum of a Company shall state the liability of members of the company, whether limited or unlimited, and also state in the case of a company limited by shares, that liability of its members is limited to the amount unpaid, if any, on the shares held by them and similarly as per 5th Point share capital of the company held should be mentioned. It is observed from the Memorandum of Association filed vide SRN CO8968422 dated 02.07.2014, no liability as well as capital clause is stated. Hence, the company and its directors have violated Section 4(1) read with Schedule I of the Companies Act, and liable for penal action under Section 450 of the Companies
Accordingly, on submission of the Inspection Report, the Regional Director, Ministry of Corporate Affairs, Chennai has directed this office to initiate necessary action against the defaulters as per the provisions of the Companies Act, 2013.
After this office has issued Show Cause Notice for Adjudication under Section 4(1)(d) of the Companies Act vide Notice No. 91/Roc/Chn/096625/BLUEMAX/S.4(1)/P.28/Inspn fol.up/2022 dated 13.06.2023
6. Reply of Company and Directors for Adjudication Notice issued:
Shri. Rajkumar Aravinth vide letter dated 29.06.2023 requested time to furnish the reply to the notice. After that no reply has been received from the company and its directors.
7. Adjudication Hearing:
(i) Since no reply has been received from the company and its directors for the Adjudication notice, this office had issued Adjudication Hearing Notice to the subject company and its directors on 16.01.2024 by fixing the hearing date as on 23.01.2024 at 11:30 AM. Pursuant to the hearing notice Shri. I.B. Harikrishna, CS has appeared on behalf of the company and its directors before the Adjudicating Authority on 23.01.2024 made submission that the violation may be adjudicated.
8. Decision
Having considered the facts and circumstances of the case and after taking into account the •factors above, it is concluded that the company and directors mentioned in Para 3 above are violated Section 4(1)(d) of the Companies Act.
Accordingly, I am inclined to impose a penalty by considering the violation is for one time as prescribed under Section 450 of the Companies Act, 2013. The details of the penalty imposed on the company and Officer in default are given in the table given below:
| Name of Company/ person on whom penalty imposed | No of days of default | Calculation for penalty amount | Penalty Imposed , U/s. 450 of the Companies Act, 2013 (Rs) |
| Ws. Bluemax Capital Solution Private Limited | Rs.10,000/- | Rs.10,000/- | Rs.10,000/- |
| Shri. Rajkumar Aravinth | Rs.10,000/- | Rs.10,000/- | Rs.10,000/- |
| Shri.Bharathraj | Rs.10,000/- | Rs.10,000/- | Rs.10,000/- |
| Shri.Subramanian Gopalakrishnan | Rs.10,000/- | Rs.10,000/- | Rs.10,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.10,000/(Rupees Ten thousand) is imposed on the Company and Rs.10,000/- (Rupees Fifty thousand) is imposed on each Officers in default. Totally Rs. 40,000/- (Rupees Forty Thousand) as penalty amount for violation of Section 4(1)(d) of the Companies Act, 2013.
9. Further, in exercise of Section 454 (3)(b) of the Companies Act,2013 the subject company is directed to amend the MoA as prescribed under provisions of the Companies Act, 2013 and file the amended MoA within 30 days from the date of receipt of this ordèr.
10. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
11. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website www.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].
12. Your attention is also invited to section 454(8) of the Act in the event of non-compliance .of this order, “(8)(i) Where company fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, 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.
(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-fives thousand rupees but which may extend to one lakh rupees, or with both.”
(B. SRIKUMAR,ICIS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
