The Ministry of Corporate Affairs issued an order penalizing M/s MALWA REMEDIES PRIVATE LIMITED for non-compliance with Section 12(3) of the Companies Act, 2013.
The order outlines how MALWA REMEDIES PRIVATE LIMITED failed to adhere to Section 12(3) of the Companies Act, 2013, as their reply lacked essential details and was not on the company letterhead. Despite receiving notices and opportunities to rectify the non-compliance, the company’s response remained unsatisfactory.
The adjudicating officer examined the case comprehensively, considering the circumstances, including the impact of the COVID-19 pandemic on the company’s operations. While the company rectified the default later, penalties were imposed for the period of non-compliance.
Penalties were levied both on the company and its officers in default, totaling Rs. 1,00,000 each. The order emphasizes that the penalties must be paid from personal sources/income of the officers. Furthermore, it directs the mode of payment through the Ministry of Corporate Affairs portal, ensuring compliance with regulations.
The order also highlights the appeal process available to the company, allowing them sixty days to file an appeal with the Regional Director, Ministry of Corporate Affairs, Ahmedabad. Failure to pay penalties within the stipulated time could result in further fines or imprisonment as per the Companies Act, 2013.
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: [email protected]
Order No. ROC-G/Adj-Penal/Order/2021/983 to 986 Dated: 13 AUG 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 MALWA REMEDIES PRIVATE LIMITED
(CIN No U24230MP2015PTC034052)
1. Ms. MALWA REMEDIES PRIVATE LIMITED,
Flat No.01, Dutt Villa, Napier Town,
Jabalpur, Madhya Pradesh — 482 001, India.
2. Ms. Ajit Kumar Deria,
(Director) (From 07.04.2015)
3. Ms. Parakh Jain,
(Director) (From 07.04.2015 to 10.10.2020)
…… Respondent
Date of Hearing: 11th 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. MALWA REMEDIES PRIVATE LIMITED (herein after referred to as the “company”) is a company having the CIN (U24230MP2015PTC034052) 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/MRPL/2021/557 to 559 dated 12.07.2021 to the Company and its officers in default. The Company and its directors had submitted reply dated 20.07.2021 which is received on 26.07.2021. However, the reply of the company is not satisfactory.
4. Thereafter, “Notices for Inquiry” vide No. ROC-G/NOI/12(3)/Adj. Pen/MRPL/ 2021/744 to 746 dated 26.07.2021 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 11.08.2021 at 03:00 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 09.08.2021. 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 20.07.2021 stating that reply has been submitted without the complying with the provisions of section 12(3) of the Companies Act, 2013 due to lack of professional staff during the COVID-19 pandemic and lockdown situation in our city and state. 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 20.07.2021. Therefore, the provisions of the Section 12(3) of the Act, have been contravened from the period 02.07.2020 to 20.07.2021. Thereby the company 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 in company namely M/S MALWA REMEDIES 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 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 | 384 | 1,000 | 384 * 1000 | 1,00,000 | Rs. 1,00,000 |
| Mr. Ajit Kumar Deria, (Director) | 384 | 1,000 | 384 * 1000 | 1,00,000 | Rs. 1,00,000 | ||
| Mr. Parakh Jain,(Director) | 384
|
1000 | 384 * 1000 | 100000 | Rs. 100,000 |
I am of this opinion 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 304) 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)0) 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 MALWA REMEDIES PRIVATE LIMITED, Flat No.01, Dutt Villa, Napier Town, Jabalpur, Madhya Pradesh — 482 001, India, Mr. Ajit Kumar Deria, (Director) (From 07.04.2015), Mr. Parakh Jain, (Director) (From 07.04.2015 to 10.10.2020) 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.
