Company has filed form SH-7 vide SRN No. F53557666 dated 17.12.2022 for Increase in share capital independently by company and it was found that attached documents i.e. Board Resolution/EOGM Resolution and copy of Notice of the said company in the aforesaid form was submitted without mentioning “registered office address of the said company and also failed to mention the Corporate Identity Number, telephone number, fax number, e-mail and website address, etc.” of the company. Further, it is also observed from MCA record that company has filed form ADT-1 vide SRN No. F03199866 dated 28.05.2022, in which copy of resolution was attached without mentioning “registered office address, Corporate Identity Number, telephone number, fax number, e-mail and website address, etc.” of the company. Consequently, this office has initiated necessary action for violation of section 12(3) of the Companies Act, 2013 and issued Show cause notice vide letter No. ROC-cum-OL-C.G./Adj/u/s 454/013168/2022-23/2400 to 2402 dated 23.12.2022 u/s 454 of the Companies Act, 2013 r.w. Rule 3 of the Companies (Adjudication Of Penalties) Rules, 2014, for violation of Section 12(3) Of The Companies Act, 2013, to the company and its directors namely SHRI GAURAV AGRAWAL and SMT. SUNITA AGRAWAL.
Company has submitted its reply dated 04.01.2023, duly signed by Shri Gaurav Agrawal (director of the company), received in this office on 09.01.2023 to the afore-mentioned Show cause notice which is reproduced as under:
There was a clerical mistake on the part of the company while uploading the documents in MCA portal. All the documents and records of the company are kept and maintained as per the provisions of companies act 2013. We are submitting the attached copy of resolution, notice etc. for your ready reference.
We further assure you, of being more vigilant and careful in future. It is our humble request to kindly condone the defect and do the needful
Therefore, the company itself admitted the violation of Section 12(3) of the Companies Act, 2013. However, no reply has been received from directors, though Show cause notices issued to them, were duly served.
Accordingly penalty is been imposed for Non mentioning of registered office address of the company, Corporate Identity Number, telephone number, fax number, e- mail and website address.
BEFORE THE ADJUDICATING OFFICER AND REGISTRAR OF COMPANIES CUM OFFICIAL LIQUIDATOR, CHHATTISGARH
In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under Section 454
And
Sub-section (3) of sectionl2 of the Companies Act, 2013.
And
In the matter of M/S ROKAD APP PRIVATE LIMITED
(CIN: U72900CT2022PTC013168)
….. Respondents
1. Appointment of Adjudicating Officer : –
The Ministry of Corporate Affairs vide its gazette notification no S.0.831(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 the Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company : –
Whereas Company ROKAD APP PRIVATE LIMITED (U72900CT2022PTC013168) [herein after known as Company] is a registered company with this office under the provisions of Companies Act, 2013 having its registered address at C/O SUNITA AGRAWAL HOUSE NO E97B, NEAR AMRIT TALKIES, SAMTA COLONY, RAIPUR, CHATTISGARH, 492001, INDIA (herein after referred to as the registered office address).
3. Facts of the case : –
Whereas, the company has filed form SH-7 vide SRN No. F53557666 dated 17.12.2022 for Increase in share capital independently by company and it was found that attached documents i.e. Board Resolution/EOGM Resolution and copy of Notice of the said company in the aforesaid form was submitted without mentioning “registered office address of the said company and also failed to mention the Corporate Identity Number, telephone number, fax number, e-mail and website address, etc.” of the company. Further, it is also observed from MCA record that company has filed form ADT-1 vide SRN No. F03199866 dated 28.05.2022, in which copy of resolution was attached without mentioning “registered office address, Corporate Identity Number, telephone number, fax number, e-mail and website address, etc.” of the company. Consequently, this office has initiated necessary action for violation of section 12(3) of the Companies Act, 2013 and issued Show cause notice vide letter No. ROC-cum-OL-C.G./Adj/u/s 454/013168/2022-23/2400 to 2402 dated 23.12.2022 u/s 454 of the Companies Act, 2013 r.w. Rule 3 of the Companies (Adjudication Of Penalties) Rules, 2014, for violation of Section 12(3) Of The Companies Act, 2013, to the company and its directors namely SHRI GAURAV AGRAWAL and SMT. SUNITA AGRAWAL.
MCA imposes penalty for submitting resolutions without mentioning address, CIN etc.
4. Thereafter, company has submitted its reply dated 04.01.2023, duly signed by Shri Gaurav Agrawal (director of the company), received in this office on 09.01.2023 to the afore-mentioned Show cause notice which is reproduced as under:
There was a clerical mistake on the part of the company while uploading the documents in MCA portal. All the documents and records of the company are kept and maintained as per the provisions of companies act 2013. We are submitting the attached copy of resolution, notice etc. for your ready reference.
We further assure you, of being more vigilant and careful in future. It is our humble request to kindly condone the defect and do the needful
Therefore, the company itself admitted the violation of Section 12(3) of the Companies Act, 2013. However, no reply has been received from directors, though Show cause notices issued to them, were duly served.
5. After, considering the reply submitted by the company, wherein company itself admitted the violation of Section 12(3) of the Companies Act, 2013. Therefore, I am of the opinion that, no physical appearance is required in term of Rule 5 of the Companies (Adjudication of Penalties) Rules, 2014
Order
In view of the above, it is concluded that the Company and its officers in default are liable for penalty as prescribed under Section 12(8) of the Act of noncompliance of Section 12(3) for 208 days i.e. with effect from 23.05.2022 (Date of Board Resolution) to 17.12.2022 (Date of filing of Form SH-7) in terms of Section 12(8) of the Companies Act, 2013.
Accordingly, I am inclined to impose 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 | Total default amount | Maximum Penalty | Final Penalty imposed |
| Non mentioning of registered office address of the company, Corporate Identity Number, telephone number, fax number, e- mail and website address | S.12(3) | ON COMPANY | 208 | 1,000 | 208,000 | 100,000 | 1,00,000 |
| SHRI GAURAV AGRAWAL (DIRECTOR) | 208 | 1,000 | 208,000 | 100,000 | 1,00,000 | ||
| SMT. SUNITA AGRAWAL (DIRECTOR) | 208 | 1,000 | 208,000 | 100,000 | 1,00,000 |
I. I am of the 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.
II. The company and officers in default shall pay the said amount of penalty through online mode by using the website www.mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, Mumbai, payable at Mumbai, within 90 days of receipt of this order, and intimate this office with proof of penalty paid. In case of the above-mentioned officers in default, penalty is required to be paid from their own fund. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only pursuant to Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019.
III. 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 (Adjudication of Penalties) Rules, 2014 ).
IV. 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.
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:
Sitaram Sharan Gupta
Adjudicating officer
Registrar of Companies Chhattisgarh-
Bilaspur (C.G.)
Signed on this 18th day of January, 2023
Place: Bilaspur, Chhattisgarh.
