The Registrar of Companies (ROC), Madhya Pradesh, has issued an order under Section 454 of the Companies Act, 2013, against Owais Metal and Mineral Processing Limited. The company, along with its managing director and key officers, violated Section 4(1)(c) by not obtaining the required permission to alter the object clause of its Memorandum of Association (MOA) from April 1, 2023, until the date of resolution passed in the Extraordinary General Meeting (EoGM) on September 27, 2023. Despite the company’s representative’s request for withdrawal of the compounding application, the ROC proceeded with adjudication. A penalty under Section 450 was imposed due to the company’s failure to comply with the legal requirement. The officers-in-default are liable for the penalty and have been directed to pay through the Ministry of Corporate Affairs portal. In the event of non-payment, stricter penalties, including fines and potential imprisonment, may apply. The company may appeal the order within sixty days to the Regional Director, Ministry of Corporate Affairs, Ahmedabad.
Order No. ROC-G/Adj-Penal/Order/S.4(1)(c)/AT/2024/988 Dated 13 SEP 2024
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
Office of The Registrar of Companies, Madhya Pradesh
Sanjay Complex, Block, ‘A’ 3rd Floor,
Jayendraganj, Gwalior- 474009.
Email: [email protected]
Order for Penalty for Violation of Section 4(1)(c) of the Companies Act, 2013
punishable under section 450 of the Companies Act, 2013.
In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under Sub-section (1)(c) of Section 4 of the
Companies Act, 2013.
And
In the matter of M/s OWAIS METAL AND MINERAL PROCESSING LIMITED
(CIN: U14290MP2022PLC063833)
1. OWAIS METAL AND MINERAL PROCESSING LIMITED
C/o SAYYAD AKHTAR ALI VAHID NAGAR, OLD BAIPASS
ROAD NA, RATLAM, MADHYA PRADESH, 457001, INDIA
E-mail [email protected]
2. Mr. SAIYYED OWAIS ALI, Managing Director,
(From 16.12.2022 to till date)
3. Ms. SAIYYED NEHA ALI, CFO(KMP),
(From 24.07.2023 to till date)
4. Ms. VISHAKHA GUJRATI, Company Secretary,
(From 01.09.2023 to till date)
………….Respondent
1. Appointment of Adjudicating Officer
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-MAI dated 24.03.2015 has appointed the undersigned as Adjudicating Officer (AO) in exercise of the powers conferred under section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 (Notification No. GSR 254(E) dated 31.03.2014) for adjudging penalties under the provisions of Act.
2. Company
Whereas Company, OWAIS METAL AND MINERAL PROCESSING LIMITED (CNN: U14290MP2022PLC063833) [herein after known as Company] is a registered company with this office under the provisions of Companies Act, 1956/ 2013 having its registered office situated at C/o SAYYAD AKHTAR ALI VAHID NAGAR, OLD BAIPASS ROAD NA, RATLAM, MADHYA PRADESH, 457001, INDIA, as per the MCA website. As per the record of the company for the F.Y 2022-23.
3. Law relating to Memorandum: –
Section 4(1)(c) is reproduced as under:
4. Memorandum
(1) The memorandum of a company shall state—
(a) the name of the company with the last word “Limited” lin the case of a public limited company, or the last words “Private Limited” in the case of a private limited company]:
4[Provided that nothing in this clause shall apply to a company registered under section 8;]
(b) the State in which the registered office of the company is to be situated;
(c) the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof;
4. Facts of the case
The subject company has filed the compounding application vide SRN F65524423 for violation of section 4(1)(c) of the Companies Act, 2013 for not obtaining permission for alter the object clause of MOA from 01.04.2023 to the date of passing the resolution in EoGM dated 27.09.2023. Shri Amit Soni PCS & Authorized Representative of the applicants appeared in hearing fixed on 16.02.2024 and requested before the Directorate to withdraw the instant compounding application with a liberty to file the adjudication application with the jurisdictional RoC u/s 4(1)(c) r.w. Sec 450 of the Companies Act, 2013. The Hon’ ble Directorate has accepted to the request of the AR and allowed the withdraw the instant compounding application and passed Final order dated 24.06.2024. However, till date the company has not filed any suo motto adjudication u/s 4(1)(c) r.w. Sec 450 of the Companies Act, 2013 with this office.
In view of the above, it has been found that the company has violate, provision of section 4(1)(c) of the Companies Act, 2013 for not obtaining permission for after the object clause of MOA from 01.04.2023 to the date of passing the resolution in EoGM dated 27.09.2023 which attracted penal provisions under section 450 of the Companies Act, 2013.
5. According, “Notices of Inquiry” vide letter No. RoC-G/Adj.Pen/Sec 4(1)(c)/OMMPL/ A f 2024/907-915 dated 30.08.2024 were issued to the Company and its officer who is in default as per [Rule 3(3), Companies (Adjudication of Penalties) Rules 2014] and the date of hearing was fixed on 13.09.2024 at 11:00 AM in the Office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A block-III floor, Jayendraganj, Gwalior, Madhya Pradesh
6. Mr. Sandeep Upadhayay. the authorised representative of the company has appeared on the date so fixed 13.09.2024 at 11:00 A.M and submitted the Board Resolution of the company dated 02.09.2024. Hence, as per Rule 3(8), Companies (Adjudication of Penalties) Rules 2014, the matter is beine. proceeded.
7. Penalty Provision for violation: –
Non-compliance of section 4(1)(c) would result in penal action under section 450 of the Companies Act, 2013 which read as under:
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]
8. Order
Having Considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that the Company and its officers in default are liable for penalty as prescribed under Section 450 of the Act for default is made in complying with the requirements of Section 4(1)(c) of the Act by the company viz. OWAIS METAL AND MINERAL PROCESSING LIMITED for not obtaining permission for alter the object clause of MOA from 01.04.2023 to the date of passing the resolution in EoGM dated 27.09.2023.
Accordingly, I am inclined to impose a penalty as prescribed under section 450 of the Companies Act, 2013. The details of the penalty imposed on the company and its officers who is in default are shown in the table below:
(Penalty amount for violation of section 4(1)(c) under section 450 of companies Act, 2013)
9. The company and its officers who is in default are hereby directed to pay the penalty amount as per column no. G of above Table. I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Notice 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.
10. 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.
I1. 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 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. 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 OWAIS METAL AND MINERAL PROCESSING LIMITED C/o SAYYAD AKHTAR ALI VAHID NAGAR, OLD BAIPASS ROAD NA, RATLAM, MADHYA PRADESH, 457001, INDIA, Mr. SAIYYED QWAIS ALL, Managing Director, Ms. SAIYYED NEHA ALI, CFO(KMP), Ms. VISHAKHA GUJRATI, Company Secretary and Regional Director (NWR), Naranapura, Ahmedabad and will also be Uploaded On MCA Website.
The adjudication notice stands disposed off with this order.
(Mukesh Kumar Soni)
Adjudicating officer & Registrar of Companies,
Madhya Pradesh, Gwalior.
Signed on this 13th day of September 2024.
Place: Gwalior, Madhya Pradesh.
Copy to: –
1. The Regional Director (NWR),
RoC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop,
Naranpura, Ahmedabad — 380 013.
2. E-Gov Cell, MCA.
