The Ministry of Corporate Affairs (MCA) has imposed a penalty on Agrilife Technologies Private Limited and its directors for failing to file a special resolution in e-Form MGT-14 within the prescribed timeframe. The penalty was issued by the Registrar of Companies (ROC), Jaipur, in accordance with the Companies Act, 2013.
Background of the Case: Agrilife Technologies Private Limited, registered in Sri Ganganagar, Rajasthan, passed a special resolution on March 25, 2019, to convert an unsecured loan into equity shares. As per Section 117(1) of the Companies Act, 2013, this resolution was required to be filed with the Registrar within 30 days, by April 24, 2019. However, the company failed to comply, filing the resolution only on February 22, 2024, resulting in a delay of 1,764 days.
Legal Provisions Violated – The delay in filing violated Section 117(1) of the Companies Act, 2013, which mandates the filing of certain resolutions with the Registrar within a stipulated period. The company’s failure to meet this deadline made it liable to penalties under Section 117(2), which outlines the consequences of such delays. The penalties imposed reflect the severity of the delay and the responsibility of the officers in default.
Penalty Imposed
The ROC, exercising its powers under Section 454 of the Companies Act, 2013, adjudicated the case and imposed penalties on the company and its directors. The final penalties are as follows:
- Agrilife Technologies Pvt Ltd: ₹93,200
- Shri Ajeet Godara (Director): ₹25,000
- Shri Arvind Godara (Director): ₹25,000
- Shri Manphool Singh Godara (ex-Director): ₹25,000
These penalties are in accordance with Section 446B, which allows for reduced penalties for small companies or start-ups under specific conditions.
Right to Appeal
The company and its directors have the right to appeal against this order to the Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad, within 60 days from the receipt of the order. Failure to pay the penalty within the stipulated time may result in further legal action, including imprisonment or additional fines.
Conclusion
This case highlights the importance of timely compliance with the filing requirements under the Companies Act, 2013. Companies are urged to adhere to statutory timelines to avoid legal repercussions and financial penalties.
GOVERNMEN 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 117(1) OF COMPANIES ACT, 2013 READ WITH RULE 24 OF COMPANIES (MANAGEMENT AND ADMINISTRATION) 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 Ajeet Godara, Director
3. Shri Arvind Godara, Director
4. 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 117(2) of the Companies Act, 2013.
2. Respondent Company:
WHERAS Agrilife Technologies Private Limited (CIN U01122R12015PTC048879) is registered with this office under the provisions of Companies Act, 2013 and having its registered office at MidTown 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 117(1) of the Companies Act, 2013 “a copy of every resolution or any agreement, in respect of matter specified in subsection (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.”
WHEREAS as per Rule 24 of the Companies (Management and Administration) Rules, 2014 “a copy of every resolution or any agreement required to be filed, together with the explanatory statement under section 102, if any, shall be filed with Registrar in Form No. MGT-14 alongwith the fee.”
WHERAS as per provision of section 117(2) of the Companies Act, 2013 “if any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company who is in default including liquidator of the company, if any, shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of fifty thousand rupees.”
4. Facts of the Case:
- It has been observed that the company has passed a Special Resolution dated 25.03.2019 in its EoGM dated 25.03.20219 w.r.t. to take unsecured loan and convert into equity shares. Further, the above Special Resolution was required to file with Registrar by the company in e-Form MGT-14 on or before 24.04.2019 pursuant to section 117(1) of the Companies Act, 2013 read with Rule 24 of the Companies (Management and Administration) Rules, 2014. However, the company has filed the same with Registrar on 22.02.2024 vide SRN AA6915174 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 117(1) of the Companies Act, 2013 read with Rule 24 of the Companies (Management and Administration) 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 117(1) of the Companies Act, 2013 read with Rule 24 of the Companies (Management and Administration) Rules, 2014 have not been complied with by the Respondents and therefore liable for penal action under section 117(2) 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.) | Maximum 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 MGT-14 with Registrar |
Section 117(1) of the Companies Act, 2013 read with Rule 24 of the Companies (Management and Adminis-tration) Rules, 2018 | Agrilife Technologies Private Limited | 1764 | 10,000 +100 * 1764 = 1,86,400 | 2,00,000 | 93,200- |
| Shri Ajeet Godara | 1764 | 10,000/- +100 * 1764 = 1,86,400 | 50,000/- | 25,000/- | ||
| Shri Arvind Godara | 1764 | 10,000/- +100 * 1764= 1,86,400 | 50,000/- | 25,000 | ||
| Shri Man phool Singh Godara (Resigned from directorship on 22.03.2023) | 1428 | 10,000 +100 * 1428= 1,52,800 | 50,000/- | 25,000 | ||
| Grand Total | 1,68,200 | |||||
| That the number of days calculated from 25.04.2019 to 21.02.2024. | ||||||
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 117/2024-25/1280
Date: 23/07/2024
