The Registrar of Companies, Uttar Pradesh, issued an adjudication order under Section 454 of the Companies Act, 2013, addressing violations by Oriental India Kisanshakti Nidhi Limited. The company failed to comply with Section 161(1) of the Act, which mandates that an additional director must be regularized at the next Annual General Meeting (AGM). Mr. Kuwar Bahadur, appointed as an additional director on February 25, 2017, remained in the role without regularization. The non-compliance, effective from September 30, 2017, attracted penalties under Section 172 of the Act.
Despite being served a show cause notice, the company and its directors—Sanjay Kumar Yadav, Shamshad Ahmed, and Kuwar Bahadur—did not respond or rectify the issue. The adjudicating officer imposed a total penalty of ₹6,00,000, with each party required to pay up to the maximum permissible amount. Penalties must be paid within 90 days via the MCA portal, with proof of payment submitted. The company is also required to file Form INC-28 with relevant documentation.
Affected parties may appeal the order within 60 days to the Regional Director, Northern Region, Ministry of Corporate Affairs. Failure to comply with the order may lead to further action under Section 454(8) of the Act.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF
COMPANIES, Uttar Pradesh
37/17, Westcott Building, The Mall,
Kanpur-208001. (LLP.)
Phone : 0512 – 2310443/2310227
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF PROVISIONS OF SECTION 161 OF THE COMPANIES, ACT, 2013 READ WITH COMPANIES {ADJUDICATION OF PENALTIES) RULES 2014.
IN THE MATTER OF ORIENTAL INDIA IGSANSHAKTI NIDHI LIMITED
(CINU65923UP2014PLC067782).
Appointment of Adjudicating Officer:-
1. The Ministry of Corporate Affairs vide its Gazette notification no A-42011/112/2014-Ad.II dated 24.3.2015, has appointed the undersigned as Adjudicating Officer 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 & Companies (Amendment) Act, 2020 for adjudging penalties under the provisions of this Act.
2. The Company ORIENTAL INDIA KISANSHAKTI NIDHI LIMITED (CIN U65923UP2014PLC067782) has been registered under the provisions of the Companies Act, on 23.12.2014 and is having its registered office situated 100/25, 1sT Floor, Mehdawal Chowk, Near Kotwali, Khalilabad, Sant Kabir Nagar -272 175 (Uttar Pradesh).The authorized capital of the Company is Rs. 10,00,000/,
3. During the course of inquiry, it is observed that Mr. Kuwar Bahadur was appointed as additional director of the company w.e.f. 25.2.2017. However, he has not been regularized and he is holding the same designation since that date to present. As per Section 161(1) of the Companies Act, 2013, an additional director shall hold office up to the next annual general meeting. Hence it is violation of the Section 161(1) of the Companies Act, 2013.
Thus, it is evident that the company and its Directors have failed to comply with the provisions of section 161(1) of the Companies Act, 2013. And are thus liable for penal action under Section 172 of the Companies Act, 2013.
4. Provisions of the Act:-
Section 161(1) of the Companies Act, 2013 provides that: –
“The articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.”
Section 161(1) read with 172 of the Companies Act, 2013 provides that –
“If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to be a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.”
5. Accordingly, a Show Cause Notice No.07/23/Adj/2024/Oriental India/1525 to 1528 dated 11.06.2024 was issued to the company and its officers in default under section 161 of the Companies Act, 2013.
6. The company and its directors have not furnished any reply to the said show cause notice; hence no hearing was fixed for this matter.
7. The company and its directors have failed to comply with the provisions of section 161 of the Companies Act, 2013 thereby attracting the penal provisions mentioned under Section 172 of the Act.
8. Having considered the facts and circumstances of the case and after taking into account the factors above, I hereby impose a penalty as mentioned in the table on the company and the defaulting Directors under section 161 of the Companies Act, 2013 r/w Section 172 of the Companies Act, 2013 for failure to make compliance of the section 161 of the Companies Act,2013. It is of this opinion that penalty is commensurate with the aforesaid failure committed by the Noticee –
| Nature of default | Section of the Companies Act. | Name of the company/directors /defaulters | Penalty imposed details as per Section 161 r/w Section 172 of the Companies Act,2013 |
| Non- Compliance of Section 161 of The | Section 161 r/w Section 172 of the |
1. Oriental India Kisanshakti Nidhi Limited. | Rs. 50,000/- + 1223000 (2446 days x Rs. 500/-) = Rs. 1273000/-Subject to a maximum of Rs. 3,00,000/- |
| Companies Act, 2013. Date of default from 30.9.2017 i.e. date of AGM | Companies Act,2013 | 2. Sanjay Kumar Yadav, Director
3. Shamshad Ahmed, Director 4. Kuwar Bahadur, Director |
Rs. 50,000/- + 1223000 (24.46 days x Rs. 500/-) = Rs. 1273000/-Subject to a maximum of Rs. 1,00,000/-
Rs. 50,000/- + 1223000 (2446 days x Rs. 500/-) = Rs. 1273000/-Subject to a maximum of Rs. 1,00,000/- Rs. 50,000/- + 1223000 (2446 days x Rs. 500/-) = Rs. 1273000/-Subject to a maximum of Rs. 1,00,000/- |
| Total Penalty | Rs. 6,00,000/- |
9. The Noticee shall pay the amount of penalty individually by way of e-payment (available on Ministry’s website mca.gov.in) under “Pay Miscellaneous fees” category in MCA fee and payment services within 90 (Ninety) days of this order. The Challan/SRN generated after payment of penalty through online mode shall be forwarded to this office. The company needs to file INC-28 as per the provisions of the Act, attaching the copy of adjudication order alongwith paid challan.
10. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodi Road, New Delhi, within a period of sixty days from the date of receipt of this order, in Form ADJ 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].
11. Attention is also invited to section 454(8) of the Companies Act, 2013, in the event of non-compliance of this order. In Case appeal is made 0/0 Registrar of Companies, U.P. maybe informed alongwith the penalty imposed & the payments made.
(Seema Rath)
Registrar of Companies & Adjudicating Officer
Uttar Pradesh, Kanpur.
NO.07/23/ADJ/2024/ORIENTAL INDIA/73 to 76
DATED:04/09/2024
