Directors Held Liable Because Company Failed to File GNL-3 for Officer in Default Identification; ROC Levies Penalty Because Mandatory Disclosures Were Missing from Company Stationery; Penalty Confirmed Because All Directors Treated as Officers in Default Under Section 2(60); ROC Rejects Leniency Plea Because Fixed Penalty Prescribed Under Companies Act, 2013.
The Registrar of Companies, Cuttack passed an adjudication order under Section 454 of the Companies Act, 2013 against True Value Infradevelop Private Limited and its directors for violation of Section 12(3)(c) relating to mandatory disclosures on company letterheads. The ROC observed from board resolutions filed with the MCA portal and annexed to a scheme application under Sections 230-232 that the company’s letterheads did not contain telephone number, fax number, e-mail address, and website details as required under the Act. Although the company argued that only the authorised director should be treated as officer in default and sought lenient treatment considering it was a first-time procedural lapse, the ROC rejected the contention due to absence of documentary proof and non-filing of e-Form GNL-3. The ROC held all directors liable as officers in default under Section 2(60)(iii). Considering the company qualified as a small company, reduced penalties under Section 446B were applied and penalties of Rs.50,000 each were imposed on the company and three directors.
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, Orissa, India, 753014
Phone: 0671-2366952
E-mail: roc.cuttack@mca.gov.in
Order ID: PO/ADJ/05-2026/CT/02149 | Dated: 15/05/2026
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. 698(E) dated 10/02/2026 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 TRUE VALUE INFRADEVELOP PRIVATE LIMITED [herein after known as Company] bearing CIN U452000R2008PTC032789, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OSL TOWER-II LINK ROAD NA CUTTACK CUTTACK ORISSA INDIA 753012
Individual details:
In the matter relating to RAJANIKANTA MISHRA ____________
In the matter relating to SHAIKH TAUSIF HUSSAIN _______________
In the matter relating to DINESH KUMAR PARIDA _______________
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 – Section 12(3)(c) of the Companies Act 2013 inter-alia provides that :-
Every Company shall get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications.
It is observed from the copy of the Board Resolution dated 23.12.2024 annexed to the application u/s 230-232 of the Companies Act 2013 received on 21.11.2025 that letter head of the company does not contain telephone number, fax number, e-mail and website address. It is further observed from the copy of Board Resolution dated 26.11.2022 filed in MCA Portal that letter head of the company does not contain telephone number, fax number, e-mail and website address as per requirement of Section 12(3)(c) of the Companies Act 2013. It is evident that the company is using letter head which is not proper in accordance with Section 12(3)(c) of the Companies Act 2013. Hence, the Company and its every officer in default are liable to be punished under Section 12(8) of the Companies Act 2013 for violation of Section 12(3)(c) of the Act.
2. No response was received from the Company and its officers in default in response to the SCN issued to them. Hence, to ensure an opportunity of being heard, e-hearing was scheduled and held on 28.04.2026.
E. Order:
1. (i) Shri D S Mishra, Practicing Company Secretary, appeared in the e-hearing held on 28.04.2026 on behalf of the Company and its officers in default. Upon enquired regarding violation of Section 12(3)(c) of the Companies Act 2013, Shri Mishra admitted the same and further stated that this is a first-time violation by the company. He further submitted that the authorised director for the purpose should be treated as Officer in default and hence, the company and its authorised director should be punished instead of all the Directors. Upon enquired whether any response has been submitted to the SCN, Shri Mishra assured that he will submit response of the company and its officers in default along with his authorisation for appearing in the matter within 3 (three) days hereof. Accordingly, the company vide e-mail dated 30.04.2026 has submitted its reply in response to the SCN dated 27.02.2026. The company in its reply has submitted that:-(a) The SCN covers entire then existing Board, without restricting determination of liability in terms of Section 2(60) of the Companies Act, 2013. Section 12(8) uses expression Company and every officer who is in default, therefore identification of officer in default is prerequisite and may not automatically extend to all directors. It is respectfully submitted that initiation of proceedings against entire Board seems contrary to settled adjudication principles and may kindly be proceeded with, if required, in conjunction with out present submissions and documentary evidence provided in this regard. We affirm having authorised our Director Mr. Dinesh Kumar Panda to align Corporate Stationery including Letter Head of the company in terms of Section 12, immediately upon introduction of Companies Act, 2013 consequent upon repeal of Companies Act, 1956. A copy of Board Resolution passed in this regard is enclosed herewith. The present case involves a historical procedural lapse, no wrongful gain, no investor prejudice, and no repetitive default i.e. exception of non-furnishing of phone no. on letter head despite phone no. in MCA registry being furnished through MGT-7A, filed each year. The company submits that the matter may be adjudicated, if at all, only against the company and Mr. Dinesh Kumar Panda, Director authorised for the purpose and squarely coming as Officer in default in terms of Section 2(60) of the Companies Act 2013. The company further prays that :-(b)The matter may be adjudicated as one time offence, considering mitigating factors under Rule 3(12) and nominal penalty be levied. (c) The company is a Small Company and is to be administered as per Section 446B of the Companies Act 2013, in case adjudication proceedings are going to take place. (ii)(a) I have carefully perused the reply submitted by the company and found the same to be not tenable. The contention of the company that the matter may be adjudicated only against the company and the Director authorised for the purpose, in terms of Section 2(60) of the Companies Act, 2013, cannot be accepted as the company has failed to submit any documentary evidence in support of such claim. Further, Rule 12(3) of the Companies (Registration Offices and Fees) Rules, 2014 provides as under:?For the purpose of furnishing information under sub-clause (60) of Section 2 of the Act, such information shall be filed in e-Form GNL-3 along with the prescribed fee.? However, no e-Form GNL-3 has been found filed in the MCA records. Therefore, in terms of Section 2(60)(iii) of the Companies Act, 2013, all the Directors of the company are treated as Officers in default.(b) With regard to the prayer of the company seeking consideration of mitigating factors under Rule 3(12) and for levy of nominal penalty, the same cannot be acceded to in view of Rule 3(13) of the Companies (Adjudication of Penalties) Rules, 2014, which provides as under: In case a fixed sum of penalty is provided for default of a provision, the adjudicating officer shall imposeu h fixed sum in respect of the default. Section 12(8) of the Companies Act, 2013 prescribes a fixed penalty for the default in question and, therefore, the request of the company for reduction or waiver of penalty cannot be considered.(c) However, it is observed that the company qualifies as a Small Company within the meaning of Section 2(85) of the Companies Act, 2013 and is accordingly entitled to the benefit of lesser penalty in terms of Section 446B of the Companies Act, 2013.(iii)Having considered the facts and circumstances of the case, the submissions made by the company, and the documentary evidence available on record, it is concluded that the company and its Officers in default have violated the provisions of Section 12(3)(c) of the Companies Act, 2013. Accordingly, in exercise of the powers conferred under Section 12(8) read with Section 446B of the Companies Act, 2013, penalty is hereby imposed upon the company and its Directors/Officers in default for the relevant period for violation of Section 12(3)(c) of the Act.(iv)The company and the Officers in default shall pay the penalty amount as mentioned herein below through online mode in compliance with Rule 3(14) of the Companies (Adjudication of Penalties) Amendment Rules, 2019, within a period of 90 days from the date of receipt of this order, specifying the details of this order and the name of the noticee making such payment. Further, the company shall file e-Form INC-28 along with a copy of this order and the payment challans immediately after payment of the penalty amount.
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 | TRUE VALUE INFRADEVELOP PRIVATE LIMITED having CIN as U452000R2008P TC032789 | 50000 | 0 | 100000 | |
| 2 | RAJAN I KANTA MISHRA having DIN as 06483954 | 50000 | 0 | 100000 | |
| 3 | SHAIKH TAUSIF HUSSAIN having DIN as 07129273 |
50000 | 0 | 100000 | |
| 4 | DINESH KUMAR PARIDA having DIN as 10104052 | 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.
Sitaram Gupta,
Registrar of Companies
ROC Cuttack
