The Registrar of Companies (ROC) in Cuttack has issued an order imposing a penalty on Hari Machines Limited and two of its officers for a violation related to the appointment of its Managing Director (MD), Sabyasachi Mishra. The ROC’s investigation found that for the appointment of the MD on March 31, 2017, the company failed to file the necessary board resolution in the prescribed form (e-form MR-1) and did not obtain the required approval from shareholders at the subsequent Annual General Meeting held in August 2017. This failure was deemed a contravention of Section 196(4) of the Companies Act, 2013.
In response to the show-cause notice, the company’s representatives provided an explanation. They argued that the company’s Chief Financial Officer (CFO), Kailash Kumar Agrawal, had no role in the appointment process of directors or in filing the required resolutions, asserting that this responsibility belonged to the company secretary. They also claimed that the company secretary, Rakesh Ganeriwal, was unable to file the form because he did not have a duly signed board resolution, characterizing the failure as a procedural issue rather than a deliberate act of non-compliance. The company and the managing director, Sabyasachi Mishra, did not submit a separate reply.
The ROC accepted the argument that the CFO was not liable for the violation, as the task falls outside his designated duties. However, the ROC rejected the company secretary’s explanation, holding him liable for the default. The order states that since the company secretary admitted that the compliance of Section 196(4) was his responsibility, and he failed to fulfill it, he is liable for the penalty. The managing director was also held liable for the violation as he did not submit a reply. The order imposes a penalty of Rs. 50,000 each on the managing director and the company secretary. It also notes that the company is under liquidation and imposes a penalty of up to Rs. 2,00,000 on it as well. The officers must pay their penalties within 90 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Cuttack
ROC-cum-Official Liquidator, Ministry Of Corporate Affairs, Corporate Bhawan, 2nd & 3rd Floor, Plot No-9(P), Sector-1,CDA,
Cuttack, Odisha, India, 753014
Phone: 0671-2366952 | E-mail: roc.cuttack@mca.gov.in
Order ID: PO/ADJ/08-2025/CT/00612 Dated: 28/08/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 OF THE Companies Act, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [herein after known as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act..
B. Company details:
In the matter relating to HARI MACHINES LIMITED. [herein after known as Company] bearing CIN L29299OR1948PLC000713, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at RAJGANGPUR NA SUNDERGARH Sundargarh Orissa India 770017
Individual details:
In the matter relating to RAKESH GANERIWAL [herein after known as individual] having DIN 02120801 and having its address at G-1005,4TH FLOOR,BLDG-10, KOYLA VIHAR,VASUNDHARA,VIP ROAD, KOLKATA West Bengal India 700052
In the matter relating to KAILASH KUMAR AGRAWAL [herein after known as individual] having DIN 02393634 and having its address at 1901, HORIZON TOWER-4, UNIWORLD CITY, NEW TOWN KOLKATA West Bengal India 700156
In the matter relating to SABYASACHI MISHRA [herein after known as individual] having DIN 00233852 and having its address at Flat No.1703 Horizon Tower-3, Uniworld City New Town North 24 Parganas West Bengal India 700156
C. Provisions of the Act:
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 1[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]
D. Facts about the case:
1. Default committed by the officers in default/noticee – It is noticed that for appointment of the MD, Sabyasachi Mishra on 31.03.2017, no Board Resolution specifying the appointment has either been filed or in the e-form MR-1 as per the requirement of section 196(4).
Further, the next general meeting of the Company was held on 11.08.2017 being the AGM. However, no such approval for appointment of Sabyasachi Mishra as the MD, has been passed by a resolution at the general meeting of the Company, thereby the company has contravened the provisions made under Section 196(4) of the Companies Act, 2013.
2. N. A.
E. Order:
1. Facts about the case : It is noticed that for appointment of the MD, Sabyasachi Mishra on 31.03.2017, no Board Resolution specifying the appointment has either been filed or in the e-form MR-1 as per the requirement of section 196(4). Further, the next general meeting of the Company was held on 11.08.2017 being the AGM. However, no such approval for appointment of Sabyasachi Mishra as the MD, has been passed by a resolution at the general meeting of the Company, thereby the company has contravened the provisions made under Section 196(4) of the Companies Act, 2013.SCN : The Show Cause Notice (SCN) was issued on 05.07.2025, through e-mail as well as Speed Post, to (1) the company ? Hari Machines Limited, (2) Shri Sabyasachi Mishra, Managing Director, (3) Shri Kailash Kumar Agrawal, CFO and (4) Shri Rakesh Ganeriwal, Company Secretary. Reply of the Company/Officers : Shri Ashutosh Gupta and Gaurav Rana. Counsel & Authorised Representative on behalf of Shri Kailash Kumar Agarwal, Shri Rakesh Ganeriwal, have submitted reply vide letter dated 05.08.2025, wherein they have submitted that:- Shri Kailash Kumar Agarwal was serving as the Chief Financial Officer CFO) of the company during the relevant period. However, Mr. Agarwal had no involvement, role, or responsibility in relation to the process of appointment of directors or KMP including the Managing Director. The preparation, approval, and filing of Board Resolutions including those pertaining to managerial appointments under Section 196, fall within the domain of the Company Secretary and are beyond the statutory role of the CFO. Mr. Agarwal’s responsibilities were limited to financial reporting, statutory filings concerning financial matters and implementation of financial policies as directed by the Board. He had neither any decision-making authority nor performed any compliance-related function concerning the alleged lapse under Section 196(4) of the Companies Act, 2013 With regards to role of Shri Rakesh Ganeriwal, Company Secretary, it has been submitted that Mr. Rakesh Ganeriwal served as the Company Secretary of the company during the relevant period and was responsible for ensuring secretarial and statutory compliance under the Companies Act, 2013. As per statutory mandate, the responsibility of filing Form MR-1 and ensuring that the appointment of the Managing Director is duly documented through a Board Resolution falls within the purview of the Company Secretary. However, in the instant case, Mr. Ganeriwal was unable to file the e-form MR-1 due to the non-availability of the duly signed Board Resolution confirming the appointment of Managing Director. Therefore, the failure to file the prescribed e-form arose from procedural limitations and administrative constraints rather than any wilful or deliberate non-compliance on the part of the noticee. The company and other Directors/Officers in default have not submitted any reply. Order : Based on the submissions made by the Authorised Representative on behalf of above Directors/Officers, it is observed that Shri Kailash Kumar Agarwal was serving as CFO of the company during the relevant period. The instant case which relates to Secretarial and Statutory compliances does not fall under the role and purview of the CFO. In respect of Shri Rakesh Ganeriwal, Company Secretary, it is admitted that compliance of Section 196(4) falls within the domain of the Company Secretary. However, he has failed to comply the same due to procedural limitations and administrative constraints. Hence, he is liable to be punished for violation of Section 196(4) of the Companies Act, 2013. It is observed that the company is under Liquidation vide Order of the Hon’ble NCLT dated 16.11.2018. The other Directors/officers have not submitted any reply in the matter. Hence, the A.O. do hereby impose penalty upon Directors/Officers in default for the relevant period namely:- Shri Sabyasachi Mishra (Managing Director) and Shri Rakh Ganeriwal (Company Secretary) under the previsions of Section 450 of the Companies Act, 2013 for violation of Section 196(4) of the Companies Act, 2013.
2. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required (C) | Penalty Amount (D) | Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | HARI MACHINES LIMITED. having CIN as L29299OR1948P LC000713 | 0 | 0 | 200000 | |
| 2 | RAKESH GANERIWAL having DIN as 02120801 | 50000 | 0 | 50000 | |
| 3 | KAILASH KUMAR AGRAWAL having DIN as 02393634 | 0 | 0 | 50000 | |
| 4 | SABYASACHI MISHRA having DIN as 00233852 | 50000 | 0 | 50000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Kolkata within a period of sixty days from the date of receipt of this order, in Form ADJ setting for 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].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Sudhir Kapoor,
Registrar of Companies
ROC Cuttack
