The Registrar of Companies, Bangalore adjudicated a suo-motu application filed by a company for violating Section 12(3)(c) of the Companies Act, 2013, which requires company letterheads to contain prescribed particulars, including an email ID. The violation occurred when a board resolution dated 05.01.2023, printed on the company’s letterhead without an email ID, was attached to Form PAS-3. The non-compliant letterhead continued to be used until 04.09.2023, resulting in 243 days of default. After issuing show-cause notices and conducting an e-hearing, the adjudicating officer considered submissions requesting leniency and noted that the company qualified as a “small company,” making reduced penalties under Section 446B applicable. Penalties of ₹50,000 each were imposed on the company and its director, with directions to rectify the default and pay the amounts within 90 days via the MCA e-Adjudication portal. The order also outlines the right to appeal within 60 days and the consequences of non-payment.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/11-2025/BL/00861 Dated: 22/11/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 12(8) 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 TACTILE EDUCATION SERVICES PRIVATE LIMITED [herein after known as Company] bearing CIN U80904KA2017PTC102889, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at P22, GROUND FLOOR, UTTARA KANNADA JILLA SAMSKRUTIK SANGHA, GANGE ROAD, KUVEMPUNA P22, GROUND FLOOR, UTTARA KANNADA JILLA SAMSKRUTIK SANGHA, GANGE ROAD, KUVEMPUNA NA MYSORE MYSORE KARNATAKA INDIA 570023
Individual details:
In the matter relating to RAVI RANGAN SRINIVASA
C. Provisions of the Act:
If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – The company has filed a suo-motu adjudication application on 04.10.2024 for violation of section 12(3)(c) of the Act wherein it was submitted that the certified true copy of the Board Resolution dated 05.01.2023 was printed on letterhead of the company which was attached to form PAS 3. But the letterhead didn’t contain email id of the company thereby violating section 12(3)(c) of the Act and this non compliance continued for a while. Thereafter, the company has filed form MGT-7A for the FY 2022-23 on 29.11.2023 (SRN F85464584) with list of directors as on 31.03.2023 dated 05.09.2023 which was printed on letterhead of the company and said letterhead contained the email id of the company. Hence, the company has violated the section 12(3)(c) of the Act from 05.01.2023 to 04.09.2023 i.e. 243 days.
2. The company and officers in default asked for a hearing and same was provided. The order is issued based on the application, notice for adjudication, replies received and submission made at the time of hearing.
E. Order:
1. The company has filed a suo-motu adjudication application on 04.10.2024 for violation of section 12(3)(c) of the Act wherein it was submitted that the certified true copy of the Board Resolution dated 05.01.2023 was printed on letterhead of the company which was attached to form PAS 3. But the letterhead didn?t contain the email id of the company, thereby violating section 12(3)(c) of the Act, and this non-compliance continued for a while. Thereafter, the company has filed form MGT-7A for the FY ? 2022-23 on 29.11.2023 (SRN F85464584) with list of directors as on 31.03.2023 dated 05.09.2023 which was printed on letterhead of the company and said letterhead contained the email id of the company. Hence, the company has violated section 12(3)(c) of the Act from 05.01.2023 to 04.09.2023 i.e. for 243 days.
Pursuant to the adjudication application filed by the company, show cause notice dated 19.02.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post on 20.02.2025. Subsequently, e-hearing notice dated 12.08.2025 was sent to the company and its officers in default through e-Adjudication module. E-Hearing was scheduled on 20.08.2025 which was attended by Mr. Ishmavel Jacob, practising company secretary and authorized representative of company and officers in default who made submissions as per the adjudication application filed. He in turn prayed for a lenient view as the non-violation did not cause any public harm has not been detrimental to any stakeholder of the company and has not put anyone at loss.
It is seen from records that the company falls under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall be applicable in the case.
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 | TACTILE EDUCATION SERVICES PRIVATE LIMITED having CIN as U80904KA2017P TC102889 | 50000 | 0 | 100000 | |
| 2 | RAVI RANGAN SRINIVASA having DIN as 01880937 | 50000 | 0 | 100000 |
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 Hyderabad 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.
Avais Patwegar,
Registrar of Companies
ROC Bangalore
