Ministry of Corporate Affairs, acting through the Registrar of Companies in Madhya Pradesh, issued an order on September 9, 2021, to M/s INDORE MANPOWER SOLUTIONS PRIVATE LIMITED and its directors, Mr. Parakh Jain and Mr. Vinay Deria, for violating Section 12 of the Companies Act, 2013. The violation pertained to the absence of essential company details on official communication, such as the company letterhead not containing the Corporate Identity Number (CIN) and contact information as mandated by law.
The order outlines the facts of the case, stating that during an inquiry into the company’s financial records, it was discovered that the replies submitted by the company were not on official letterheads, and crucial details like the CIN, registered office address, and contact information were missing. This omission constituted a violation of Section 12(3) of the Companies Act, 2013. The company and its directors were issued notices and given opportunities to respond, but the replies provided were deemed unsatisfactory.
Despite being given the chance to explain themselves, neither the company nor its directors appeared for the hearing scheduled on August 27, 2021. Consequently, the matter proceeded in their absence, as permitted by the relevant rules.
Upon consideration of the facts, the adjudicating officer found the company and its directors liable for the violation. A penalty was imposed under Section 12(8) of the Companies Act, 2013. The penalty was calculated based on the number of days of default and the prescribed penalty rate per day. In this case, the penalty amounted to Rs. 1,00,000 each for the company and both directors.
The order emphasized that the penalty must be paid through the Ministry of Corporate Affairs portal and directed that appeals against the order could be filed within sixty days. Failure to pay the penalty within the specified period could result in further fines or even imprisonment, as per the provisions of the Companies Act, 2013.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
,Office of The Registrar of Companies, Madhya Pradesh
Sanjay Complex, ‘A’ Block, 3rd Floor,
Jayendraganj, Gwalior — 474009.
E.mail: roe.gwalioramca.gov.in
Order No. ROC-G/Adj-Penal/Order/2021/1179 To 1182 Dated 9 SEP 2021
In the matter of the Companies Act, 2013
And
In the matter of adjudication proceeding under Sub-section (3) of section 12
of the Companies Act, 2013.
And
In the matter of M/s INDORE MANPOWER SOLUTIONS PRIVATE LIMITED
(CIN No U74910MP2015PTC034053)
1. M/S. INDORE MANPOWER SOLUTIONS PRIVATE LIMITED,
Flat No.01, Dutt Villa, Napier Town,
Jabalpur, Madhya Pradesh – 482 001, India.
2. Mr.Parakh Jain,
(Director) (From 04.09.2018 To 08.10.2020)
3. Mr. Vinay Deria,
(Director) (From 07.04.2015)
……. Respondent
Date of Hearing: 27th of August 2021
Appointment of Adjudicating Officer
1. The Ministry of Corporate Affairs vide its gazette notification no OS.831(E) dated 24.03.2015, has appointed the undersigned as Adjudicating Officer (AO) 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, M/s. INDORE MANPOWER SOLUTIONS PRIVATE – LIMITED (herein after referred to as the “company”) is a company having the CIN (U749 1 OMP2015PTC034053) registered under the provisions of the Companies Act, 1956/2013 (hereinafter referred to as the “Act”) in the state of Madhya Pradesh and having its registered office situated at Flat No.01, Dutt Villa, Napier Town, Jabalpur, Madhya Pradesh — 482 001, India.
Facts of the case
3. WHEREAS, during the inquiry of books of accounts and financial statements of the company it is observed that the reply submitted by the company is not on the company letterhead and details required u/s 12(3), viz, name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses are not printed on the letter thereby the company had violated the provisions of Section 12(3) of the Companies Act, 2013. Therefore, the provisions of the Section 12(3) of the Act, have been contravened and every officer of the company who is in default as the case may be, have rendered themselves liable for penal provisions u/s 12(8) of the Act. Subsequently, this office had issued Show Cause Notice U/s. 12(3) of the Act vide letter no. ROC-G/SCN/12(3)/Adj.Pen/IMSPL/2021/770 to 772 dated 27.07.2021 to the Company and its officers in default. The Company and its directors had submitted reply dated 06.08.2021 which is received on 09.08.2021. However, the reply of the company is not satisfactory.
4. Thereafter, “Notices for Inquiry” vide No. ROC-G/NOI/12(3)/Adj.PenAMSPL/ 2021/987 to 989 dated 13.08.2021 were issued to the Company and its officers in default as per [Rule 3(3), Companies (Adjudication of Penalties) Rules 2014] and the date of hearing was fixed on 27.08.2021 at 02:30 PM in the Office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A block-III floor, Jayendraganj, Gwalior.
5. None of the representative of the company or directors have appeared on the date so fixed. However, the Company and its directors had submitted reply dated NIL which is received on 26.08.2021. Whereas, the reply of the company is not satisfactory. Hence as per Rule 3(8), Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with the absence of such persons (ex- parte).
Order
6. Having Considered the facts and circumstances of the case and after taking into account the factors above, as it is observed that during the inquiry of books of accounts and financial statements of the company that the reply dated NIL, received on 02.07.2020 submitted by the company is not on the company letterhead and details required u/s 12(3), viz, name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses are not printed on the letter thereby the company had violated the provisions of Section 12(3) of the Companies Act, 2013. However, company has submitted its reply dated 06.08.2021 stating that the company has always complied with the provisions of section 12(3)(c) of the Companies Act, 2013 and get its name, address of its registered office and the Corporate Identity Number along with telephone number and e-mail printed in all its business letters, billheads, letter papers and in all its notices and other official publications. Thus, it appears that at the time of notice company has not complied with the provisions of section 12(3) of the Companies Act, 2013 and default made good on 06.08.2021. Therefore, the provisions of the Section 12(3) of the Act, have been contravened from the period 02.07.2020 to 06.08.2021. Thereby the company and every officer of the company who is in default as the case may be rendered themselves liable for penal provisions u/s 12(8) of the Act in company namely M/S INDORE MANPOWER SOLUTIONS PRIVATE LIMITED.
7. Accordingly, I inclined to impose a penalty as prescribed under Sub-section (8) of Section 12 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 | Per day Penalty for default mentioned in section 12(8) Of the Act. | Total default amount | Maximum Penalty Imposed | Final Penalty imposed |
| Company letter head is not having viz, name, address of its registered office, CIN, telephone & fax no., e-mail etc. | S.12(3) | On
Company |
388 | 1000 | 388*1000 | 1,00,000 | Rs. 1,00,000/- |
| Mr. Parakh Jab,
(Director) |
388 | 1000 | 388*1000 | 1,00,000 | Rs. 1,00,000/- | ||
| Mr. Vinay Deria, (Director) | 388 | 1000 | 384*1000 | 1,00,000 | Rs. 1,00,000/- |
I am of this opnion that penalty is commensurate with the aforesaid failure committed by the Noticee 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.
8. 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).
9. 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.
10. In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of the order is being sent to M/S INDORE MANPOWER SOLUTIONS PRIVATE LIMITED, Flat No.01, Dun Villa, Napier Town, Jabalpur, Madhya Pradesh — 482 001, India, Mr. Parakh Jain, (Director) (From 04.09.2018 To 08.10.2020), Mr. Vinay Deria, (Director) (From 07.04.2015) and Regional Director (NWR), Naranapura, Ahmedabad and will also be uploaded on MCA Website.
The adjudication notice stands disposed off with this order.
(Rajpal Singh)
Registrar of Companies & Adjudicating officer,
Madhya Pradesh, Gwalior.
Signed on this 27th day of August, 2021.
Place: Gwalior, Madhya Pradesh.
