Whereas complaint has been received in this office from the complainant Sh. Amit Kumar Gupta vide e-mail dt. 06.11.2020 It 01.06.2021 against the company hence in reference to complaint, this office had taken up matter with the company and issued letter to the company on 15.12.2020 It 19.08.2021 and company replied on 17.09.2021. On perusal of reply letter dt. 17.09.2021 submitted by the company before this office it has been seen that company has violated provisions of Section 12(3) (c ) of the Companies Act, 2013 as the company has used the plain paper instead of letter head as mandated under provision of Section 12(3)(c) of the Companies Act, 2013, which shows that company has made the violation of said section.
In reference to the complaint, SCN was issued by this office and was sent to the company and its officers in default on 02.09.2022 through speed post. As per postal tracking, SCN was delivered to the company and its directors. However, in response to SCN director Ms. Sushma Sharma replied vide its letter dated 03.10.2022 stating that company is law abiding company and has replied to this office letter dt. 15.12.2020 and 19.08.2021 and admitted that reply sent to this office vide letter dt. 17.09.2021 is not on letter head of company due to unavailability of competent staff, which proves that Company has violated the provision of Section 12(3)(c) of the Company Act, 2013.
In the present case from reply of the Company it is evident that the company has violated section 12(3)(c) of the Companies Act, 2013 for the day i.e. 17.09.2021 on which plain paper used as letter head of the company for replying to ROC office.
In terms of para 2 of this order, the company satisfied the requirement of a small company U/s 2(85) of the Companies Act, 2013 therefore the amount of penalty as provided under sub section (8) of Section 12 is reduced to half and is leviable on the company and its two directors namely Sh. Rajesh Kumr and Sushma Sharma.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019
Order No. ROC/2022/WWF SECURITY/PENALTY ORDER/391-394 Dated: 02.02.2023
ADJUDICATION ORDER FOR PENALTY UNDER SECTION 454(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 12(4) OF THE COMPANIES ACT, 2013 IN THE MATTER OF WWF SECURITY SERVICES PRIVATE LIMITED (U74920HR2011PTC042784)
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No A-42011/112/2014-Ad. II dated 24.03.2015 appointed Registrar of Companies, Delhi Union Territory of Delhi and whole state of Haryana as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [ herein after referred as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas Company WWF SECURITY SERVICES PRIVATE LIMITED [ herein after known as Company] is a registered company with this office under the provisions of Companies Act, 2013/ 1956 (or previous Acts in force, as applicable) having its registered address at H.NO 361 SECTOR 18 PANIPAT HARYANA 132103 as per the MCA website. The financial a other details of the subject company for immediately preceding F.Y. as available on MCA-21 portal is stated as under: –
|
S.No. |
Particulars | Details |
| 1. | Paid up Capital- as on 31.03.2022 date
(Equity a Preference Shares) Thereafter no annual filing has been done by the Company. |
55,00,000 |
| 2. | Turnover-
(Revenue from operations as per Balance filed on MCA-21 portal for the F.Y 2021-22) |
4,87,80,861 |
| 3. | Holding Company | NA |
| 4. | Subsidiary Company | NA |
| 5. | Whether company registered under Section 8 of the Act? | NO |
| 6. | Whether company registered under any other special Act? | NO |
3. Facts about the Case:
Whereas complaint has been received in this office from the complainant Sh. Amit Kumar Gupta vide e-mail dt. 06.11.2020 It 01.06.2021 against the company hence in reference to complaint, this office had taken up matter with the company and issued letter to the company on 15.12.2020 It 19.08.2021 and company replied on 17.09.2021. On perusal of reply letter dt. 17.09.2021 submitted by the company before this office it has been seen that company has violated provisions of Section 12(3) (c ) of the Companies Act, 2013 as the company has used the plain paper instead of letter head as mandated under provision of Section 12(3)(c) of the Companies Act,2013, which shows that company has made the violation of said section.
In reference to the complaint, SCN was issued by this office and was sent to the company and its officers in default on 02.09.2022 through speed post. As per postal tracking, SCN was delivered to the company and its directors. However, in response to SCN director Ms. Sushma Sharma replied vide its letter dated 03.10.2022 stating that company is law abiding company and has replied to this office letter dt. 15.12.2020 and 19.08.2021 and admitted that reply sent to this office vide letter dt. 17.09.2021 is not on letter head of company due to unavailability of competent staff, which proves that Company has violated the provision of Section 12(3)(c) of the Company Act, 2013.
4. The relevant provisions of Sections 12 are reproduced as under:
Section 12(1) – A company shall, on and from the fifteenth day of its incorporation and at all times, thereafter, have a registered office capable of receiving and acknowledging all communications and notice as may be addressed to it.
XXXX
Section 12(2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.
XXXX
Section 12(3) Every company shall—
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
(b) have its name engraved in legible characters on its seal, if any;
(c) 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; and
(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):
Provided further that the words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
XXXX
Section 12(4) – Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.
XXXX
Section 12(8) – 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.
5. ADJUDICATION OF PENALTY: –
In the present case from reply of the Company it is evident that the company has violated section 12(3)(c) of the Companies Act, 2013 for the day i.e. 17.09.2021 on which plain paper used as letter head of the company for replying to ROC office.
In terms of para 2 of this order, the company satisfied the requirement of a small company U/s 2(85) of the Companies Act, 2013 therefore the amount of penalty as provided under sub section (8) of Section 12 is reduced to half and is leviable on the company and its two directors namely Sh. Rajesh Kumr and Sushma Sharma. The following is the calculation of Penalty:-
|
A |
B | C | D |
| S.No | Particulars | Amount of Total Penalty as prescribed under section 12(8) of the Companies Act, 2013 | Actual penalty to be levied as per section 12(8) read with section 446(b) on small company i.e., not more than half of the total penalty prescribed in relevant section |
| 1 | WWF SECURITY SERVICES PRIVATE LIMITED | 1,000/- | 500/ – |
| 2 | RAJ ESH KU MAR | 1,000/- | 500/- |
| 3 | SUSHMA SHARMA | 1,000/- | 500/- |
6. The noticees shall pay the said amount of penalty as mentioned in column D above through online mode by using the website www.mca.gov.in (Misc. head) in favor of “Pay it Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, ad 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.
7. The company and its directors are hereby directed to rectify the default immediately on the date of receipt of copy of this order and file a e-form to record / register the details of the new registered office of the Company.
8. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 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 the order. [Section 454(5) a 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
9. Your attention is also invited to section 454(8) of the Act in the event of non-payment of penalty within the prescribed time limit.
10. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent Company and its officer in default and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.
(PRANAY CHATURVEDI) ICIS
Adjudicating Officer 8 Registrar of Companies
NCT of Delhi a Haryana
