Registrar of Companies (ROC), Chennai, has imposed a penalty of ₹1.5 lakh on Arles Maxent Associates LLP and its designated partners for violating Section 13 of the Limited Liability Partnership (LLP) Act, 2008. This section mandates that every LLP maintain a registered office. The action follows a complaint alleging that the LLP was involved in fraudulent activities, including promising exorbitant returns to the public. Upon investigation, the ROC discovered that the LLP was not operating from its registered address. A notice sent to the registered address was returned undelivered, confirming the violation.
The adjudication process commenced with notices issued to the LLP and its designated partners. However, no replies or submissions were received from the LLP or its partners. Despite multiple hearing notices, neither the designated partners nor their representatives appeared before the adjudicating authority. Consequently, the ROC proceeded ex-parte, as permitted under Rule 37A(11) of the LLP (Amendment) Rules, 2022.
The ROC determined that Arles Maxent Associates LLP had failed to comply with Section 13 of the LLP Act, 2008, for a period of 229 days, from March 22, 2024, to November 5, 2024. As the LLP had not filed any statutory returns since its incorporation, it was not considered a “small LLP” for the purpose of penalty adjudication. The ROC imposed a penalty of ₹50,000 on the LLP and ₹50,000 each on its two designated partners, Janarthanan and Mohanbabu, totaling ₹1.5 lakh.
The order directs the LLP and its designated partners to pay the penalty within 90 days of receiving the order, via the MCA website. It also informs them of their right to appeal the decision to the Regional Director within 60 days.
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/ARLES MAXENT /ADJ/S.13/2024 DATE: 10 DEC 2024
ADJUDICATION ORDER UNDER SECTION 13 OF THE LIMITED LIABILITY PARTNERSHIP ACT, 2008 IN THE MATTER OF ARLES MAXENT ASSOCIATES LLP
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No. 01/03/2021-CL.V-Part II, dated 11.02.2022 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by Section 76 A of the Limited Liability Partnership Act, 2008 (hereinafter referred as Act or LLP Act, 2008) r/w Limited Liability Partnership Rules, 2009 for adjudging penalties under the provisions of this Act.
2. LLP:-
Whereas the LLP viz Arles Maxent Associates LLP with LLPIN: AAZ-1866(herein after referred as ‘ LLP’ or ‘ Subject LLP’) incorporated on 25.10.2021, is a registered LLP with this office under the LLP Act, 2008 having its registered office as per MCA21 Registry at No.404/141B,lst Floor, Bajanai Koil Street, Vekatesapuram, Perumuchi Post, Arakkonam, Vellore, Ranipet, Tamil Nadu 631002. The financial & other details of the subject LLP as available on MCA-21 portal is stated as under:
| S.No. | Particulars | Details |
| 1. | LLP’s Status | Active |
| 2. | Filing Status | The LLP has not filed Statement of Account and Insolvency and Annual Return since its incorporation i.e. on 25.10.2021 |
| 3. | Paid up Capital | Rs.10,00,000/- |
| 4. | Number of Designated Partners | 2 |
3. Designated Partners during the period of violation:
| S.No. | Name | Date of Appointment | Date of Cessation |
| 1. | Mr. Janarthanan | 25.10.2021 | |
| 2. | Mr. Mohanbabu | 25.10.2021 |
4. Section and Penal Provision as per LLP Act,2008
Section 13. Registered office of limited liability partnership and change therein :-
(I) Every limited liability partnership shall have a registered office to which all communications and notices may be addressed and where they shall be received.
(2) A document may be served on a limited liability partnership or a partner or designated partner thereof by sending it by post under a certificate of posting or by registered post or by any other manner, as may be prescribed, at the registered office and any other address specifically declared by the limited liability partnership for the purpose in such form and manner as may be prescribed.
(3) A limited liability partnership may change the place of its registered office and file the notice of such change with the Registrar in such form and manner and subject to such conditions as may be prescribed and any such change shall take effect only upon such filing.
(4) If any default is made in complying with the requirements of this section, the limited liability partnership and its every partner s.hall be liable to a penalty of five hundred rupees for each day during which the default continues, subject to a maximum of fifty thousand rupees for the limited liability partnership and its every partner.
5. Issue of Adjudication Notice:
A complaint has received from Shri.M.Prabhu on 06.10.2023 against the subject LLP alleging that the LLP is involved cheating public and by promising exorbitant returns. On receipt of the complaint, Registrar of Companies, Chennai had issued notices to the LLP and its Designated Partners under Section 38(1) of LLP Act, 2008 on 22.03.2024. The notice issued on 22.03.2024 to the LLP was returned/undelivered, which denotes that the LLP is not functioning at its registered address and has failed to maintain its registered office as required under Section 13 of LLP Act, 2008. Hence, the LLP and its Designated Partners are liable for penal action under Section 13(4) of the LLP Act, 2008.
Subsequently, the Adjudicating Authority had issued Notice to the LLP and its Designated Partners vide Notice No. ROC/CHN/ADJ/ARLES MAXENT/LLP/S.13/2024 on 23.10.2024.
6. Reply of LLP and its Designated Partners for Adjudication Notice issued: No reply or submissions have been received from the LLP and its Designated Partners.
7. Adjudication Hearing:
The Adjudicating Authority had issued Adjudication Hearing Notice to the LLP and its Designated Partners on 13.08.2024 for hearing on 20.08.2024. The Designated Partners/ authorized representatives did not appear for the hearing fixed on 20.08.2024. The Adjudicating Authority had issued final Hearing Notice on 23.10.2024 for hearing on 05.11.2024 at 12:30 PM. Neither the Designated Partners nor their authorized representatives have appeared on the said date. Hence, as per Rule 37A (11) of LLP (Amendment) Rules, 2022, the matter is being proceeded with in the absence of such persons (ex-parte).
8. Analysis of Non-compliance of the LLP Act,2008
It is noticed that the notice issued to the LLP on 22.03.2024 was returned /undelivered and the LLP has not submitted any notice to the Registrar regarding shifting of its registered office. Thus, it is evident that the LLP and its Designated Partners have failed to comply with provision of Section 13 of the LLP Act, 2008, thereby attracting penal provisions mentioned under Section 13(4) of the LLP Act,2008.
Since the LLP has not filed its statutory returns since its incorporation, the benefits of Small LLP are not extended to this LLP while adjudicating the penalty.
9. Decision
Having considered the facts and circumstances of the case, it is concluded that, the LLP has violated Section 13 of the LLP Act, 2008 for the period 22.03.2024 to 05.11.2024 (229 days).
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section 4 of Section 13 of the LLP Act,2008. The details of the penalty imposed on the LLP and its Designators Partners are shown in the table below:
| S.No | LLP and Designated Partners | No of days of default | Per day penalty for default | Total Penalty | Maximum Penalty | Penalty imposed |
| 1. | M/s. Arles Maxent Associates LLP |
229 days | Rs.500/- | 269 x 500= 1,34,500/- | Rs.50,000/- | Rs.50,000/- |
| 2. | Mr. Janarthanan | 229 days | Rs.500/- | 269 x 500= 1,34,500/- | Rs.50,000/- | Rs.50,000/- |
| 3. | Mr. Mohanbabu | 229 days | Rs.500/- | 269 x 500= 1,34,500/- | Rs.50,000/- | Rs.50,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested in the undersigned under Section 76A of the LLP Act, 2008 a penalty of Rs.50,000/- (Rupees Fifty thousand) is imposed on the LLP and Rs. 50,000/- (Rupees Fifty thousand) is imposed each designated partners. Total Rs. 1,50,000/- (Rupees One lakh fifty thousand) as penalty amount for violation of Section 13 of the LLP Act,2008.
10. Order:
Parties as above mentioned in table are hereby directed to pay the penalty amount as imposed.
The said amount of penalty shall be paid online by using the website www.mca.gov.in (Misc. head) within 90 days of receipt of this order, and intimated this office with proof of penalty paid.
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 www.mca.gov.in] setting forth the grounds of appeal and shall be accompanied by a certified copy of this order. [Section 76A(5) & 76A(6) of the LLP (Amendment) Act,2021 read with LLP Rules, 2009].
Your attention is also invited to Section 76(A)(8) & 76(A)(9) of the LLP Act in the event of non-compliance of this order.
(B. SRIKUMAR, SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
