In a recent adjudication under Section 12 of the Companies Act, 2013, the Ministry of Corporate Affairs (MCA) has imposed penalties on Bluemax Capital Solution Private Limited for non-compliance with registered office maintenance requirements.
Bluemax Capital Solution Pvt Ltd, registered under CIN: U74999TN2014PTC096625, failed to maintain a registered office capable of receiving communications as mandated by Section 12 of the Companies Act. The Registrar of Companies, Chennai, acting as the adjudicating officer, issued penalties under Section 12(8) of the Act. The violations spanned a period of 894 days, during which the company and its directors, namely Shri. Rajkumar Aravinth, Shri. Bharathraj, and Shri. Subramanian Gopalakrishnan, were found liable.
The inspection revealed that official communications sent to the registered office were returned undelivered, indicating that the company had ceased to maintain its registered office. Despite issuance of show cause notices and adjudication hearing notices, the company failed to respond adequately. As a result, penalties amounting to Rs. 4,00,000 were levied on Bluemax Capital Solution Pvt Ltd and its directors.
Additionally, the adjudicating officer directed the company to rectify the default within 15 days by reinstating the registered office and providing necessary documentation. Non-compliance with this order could lead to further penalties under Section 454 of the Companies Act, 2013.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6
F.NO.ROC/CHN/BLUEMAX /ADJ/S.12/2024
DATE: 30 APR 2024
ADJUDICATION ORDER UNDER SECTION 12 OF THE COMPANIES ACT, 2013 IN THE MATTER OF WS BLUEMAX CAPITAL SOLUTION PRIVATE LIMITED
1. Appointment of Adjudicating Officer:‑
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014- Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies A.7t, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz M/s. Bluemax capital Solution Private Limited with CIN: U74999TN2014PTC096625 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at No.26, Raja Rajeswari Nagar,1″ Street, Opp. New Bus Stand, Tirunelveli, Palayamkottai, Tamil Nadu 627007. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| S.No. | Particulars | Details |
| 1. | Company’s Status | Active |
| 2. | Filing Position | Financial Statement: up to 31.03.2018 Annual Return : up to 31.03.2018 |
| 3. | Paid up Capital | Rs.1 ,00,000/- |
| a. Revenue from Operation | Rs.84,18,371.5/- | |
| b. Other Income | Rs.16,000/- | |
| c. Profit for the Period | Rs.4,00,000/- | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company |
No |
| 6. | Whether company registered under Section 8 of the Act? |
No |
| 7. | Whether company registered under any other special Act? |
No |
3. Directors during the period of violation:
| S.No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Shri. Rajkumar Aravinth |
Director | 23.07.2014 | ….. |
| 2. | Shri.Bharathraj | Director | 23.07.2014 | ….. |
| 3. | Shri.Subramanian Gopalakrishnan | Director | 23.07.2014 | ….. |
4. Section and Penal Provision as per Companies Act, 2013
Section 12 of the Companies Act, 2013- Registered Office of Company:
(1) A company shall, [within thirty days of its incorporation] and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.]
(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.
(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. Issue of Adjudication Notice:
An Inspection of Books and accounts of the company M/s. Bluemax Capital Solutions Private Limited was carried out by an Officer authorised by the Central Government U/s. 206(5) of the Companies Act, 2013 wherein the observations of the Inspecting Officer are as follows:
It is observed that all the communications addressed by this office to the company dated 23.06.2021, 16.08.2021, 13.09.2021 got returned stating “No such company exists”. Also, the director in his statement during summons dated 13.08.2021 has mentioned that the Registered Office of the company is closed now. Hence, the company is not maintaining its registered office as per section 12 of Companies Act, 2013 and hence the company and its directors are liable for penal action under section 12(8) of Companies Act, 2013.
After this office has issued Show Cause Notice for Adjudication under Section 12 of the CompaniesAct,2013 vide Notice No. 91/Roc/Chn/096625/BLUEMAX/S.12/P.30/Inspn fol.up/2022 dated 13.06.2023, no reply has been received from the company.
6. Reply of Company and Directors for Adjudication Notice issued:
Shri. Rajkumar Aravinth vide letter dated 29.06.2023 requested time to furnish the reply to the notice. After that no reply has been received from the company and its directors.
7. Adjudication Hearing:
(i) Since no reply has been received from the company and its directors for the Adjudication notice, this office had issued Adjudication Hearing Notice to the subject company and its directors on 16.01.2024 by fixing the hearing date as on 23.01.2024 at 11:30 AM. Pursuant to the hearing notice Shri. I.B. Harikrishna, CS has appeared on behalf of the company and its directors before the Adjudicating Authority on 23.01.2024 made submission that due to some litigations / inquiry conducted by other agencies the company couldn’t accept the notices issued by ROC Chennai. However, the violation may be adjudicated as per Section 12 of the Companies Act, 2013.
8. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that (i) the company and directors mentioned in Para 3 have violated Section 12 of the Companies Act, 2013 and liable for penalty as prescribed under Section 12(8) of the Act for non-maintenance of registered office for 894 days from the date of submission by the director i .e, 13.08.2021 to 23.01.2024.
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 8 of Section 12 of the Companies Act, 2013. The details of the penalty imposed on the company and Officer in default are given in the table given below:
| S. No | Company and Officers in default | No of days of default | Per day penalty for default | Total Penalty | Maximum Penalty | Final Penalty Imposed |
| 1. | M/s. Bluemax Capital Solution Private Limited | 894 days | Rs.1000/- | Rs.8,94,000/- | Rs.1,00,000/- | Rs.1,00,000/- |
| 2. | Shri. Rajkumar Aravinth | 894 days | Rs.1000/- | Rs.8,94,000/- | Rs.1,00,000/- | Rs.1,00,000/- |
| 3. | Shri.Bharathraj | 894 days | Rs.1000/- | Rs.8,94,000/- | Rs.1,00,000/- | Rs.1,00,000/- |
| 4. | Shri.Subramanian Gopalakrishnan | 394 days | Rs.1000/- | Rs.8,94,000/- | Rs.1,00,000/- | Rs.1,00,000/- |
(ii) Further, in exercise of Section 454 (3)(b) of the Companies Act,2013 the subject company is directed to rectify the default by maintaining the registered office of the company at the registered address as required U/s. 12 of the Companies Act, 2013 and also to submit the proofs of maintenance of the registered office including photos / rental agreement and other necessary documents to this office within 15 days from the date of receipt of this order.
9. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
10. Whereas if the applicant feels aggrieved, Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in] 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 (Adjudicating of Penalties) Rules, 2014].
11. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(1) Where company fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, the company shall be punishable with fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees.
(ii) Where an officer of a company or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be within a period of ninety days from the date of the receipt of the copy of the order, such officer shall be punishable with imprisonment which may extend to six months or with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
