Registrar of Companies (ROC), Chennai, has imposed a penalty of ₹5 lakh on Newraise Alayam Groups Private Limited and its directors for non-compliance with Section 12 of the Companies Act, 2013, concerning the maintenance of a registered office. The company, incorporated in 2018, has failed to maintain a functional registered office, as evidenced by returned notices and the absence of any intimation regarding a change of address. This default, coupled with the company’s failure to file financial statements and annual returns since its inception, prompted action by the ROC following a complaint from the Reserve Bank of India (RBI) regarding unauthorized public deposit collection.
The adjudication process commenced with notices issued to the company and its directors. While some directors claimed non-receipt of notices or cited their resignation from the company, others appeared for hearings. However, the company and its directors failed to provide a satisfactory explanation for the violation. The ROC, after multiple hearings and considering submissions from some directors, proceeded ex-parte due to the continued absence of the company and certain directors during the final hearing.
The order notes that a notice sent to the company’s registered address was returned undelivered, confirming the violation of Section 12. The company’s status as a small company was also not considered due to its consistent failure to file statutory returns. The ROC determined that the company and its directors were in violation of Section 12 from February 28, 2024, to November 22, 2024, a period of 269 days.
Consequently, the ROC levied a penalty of ₹1 lakh each on the company and each of its directors, totaling ₹5 lakh. The order directs the company to rectify the default by establishing and maintaining a registered office and submitting proof of compliance within 15 days. The penalty must be paid online within 90 days. The order also informs the company and its directors of their right to appeal the decision to the Regional Director within 60 days. The order cites the relevant sections of the Companies Act, 2013, and the Companies (Adjudication of Penalties) Rules, 2014, under which the penalties were imposed. The order also mentions a change in the Companies (Adjudication of Penalties) Rules, 2014, but clarifies that the proceedings in this case are governed by the rules existing prior to the amendment, as the adjudication application was received before the effective date of the amendment.
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/NEWRAISE/ADJ/S.12 /2024 DATE : 16 DEC 2024
ADJUDICATION ORDER UNDER SECTION 12 OF THE COMPANIES ACT, 2013
IN THE MATTER OF NEWRAISE ALAYAM GROUPS PRIVATE LIMITED
1. Appointment of Adjudicating Officer: –
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 Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas the company viz Newraise Alayam Groups Private Limited with CIN: U74999TN2018PTC125779 (herein after referred as ‘ company’ or ‘subject company’) incorporated on 14.11.2018, is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at 5/1A, PUS Nagar, Manthoppu, Tiruvannamalai, Polur Main Road, Tamil Nadu 606601. 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 Status | The company has not filed Financial Statement and Annual Return since its incorporation i.e. on 14.11.2018. |
| 3. | Paid up Capital | Rs. 1,00,000/- |
| a. Revenue from Operation | NA | |
| b. Other Income | NA | |
| c. Profit/Loss for the Period | NA | |
| 4. | Whether it is a Holding Company | NA |
| 5. | Whether it is a Subsidiary Company | NA |
| 6. | Whether company registered under Section 8 of the Act? | NA |
| 7. | Whether company registered under any other special Act? | NA |
3. Directors/KMPs during the period of violation:
| S.No. | Name of Director | Designation | Date of
Appointment |
Date of
Cessation |
| 1. | Raja Ponnuchamy | Director | 14.11.2018 | ….. |
| 2. | Gandhi Madhavan |
Director | 04.12.2020 | ….. |
| 3. | Subbu Arumugam | Director | 04.12.2020 | ….. |
| 4. | Karuppaiyah Balamurugan | Director | 04.12.2020 | ….. |
4. Section and Penal Provision as per Companies Act, 2013
Section 12 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.
(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.
(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:
(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:
A complaint has received from RBI on 19.02.2024 on collecting unauthorized public deposits by the subject company by promising exorbitant returns and non-repayment of matured deposits. On receipt of the complaint, Registrar of Companies, Chennai had issued notices to the company and its directors under Section 206(1) of the Companies Act, 2013 on 28.02.2024. But the notice issued on 28.02.2024 to the company has returned/undelivered, which denotes that the company is not functioning at its registered address and failed to maintain its registered office as required under Section 12 of companies act, 2013. Hence, the company and Officers in default are liable for penal action under section 12(8) of Companies Act, 2013.
Subsequently, the Adjudicating Authority had issued Notice to the company and its directors vide Notice No. ROC/CHN/ADJ/NEWRAISE /S.12/2024 dt 12.07.2024.
6. Reply of Company and Directors for Adjudication Notice issued:
Mr. Nagarajan Saravankumar Ex-director of the company vide letter dated 29.07.2024 submitted that he was appointed as a director of the company on 04.12.2020 and resigned from the said post w.e.f 02.03.2022. Further, informed that he has filed e-form DIR 11 on 16.03.2022 and not responsible for any missions/commission of any of the provisions of the Companies Act, 2013 and its rules made thereunder.
No reply or submissions have been received from other directors of the company.
7. Adjudication Hearing:
The Adjudicating Authority had issued Adjudication Hearing Notice to the company and directors on 13.08.2024 for hearing on 20.08.2024. Mr. S. Arumugam, director of the company vide letter dated 22.08.2024 informed that the hearing notice was received to him only on 20.08.2024, hence could not appear for hearing on 20.08.20234 and requested to fix another date for hearing. Mr.Nagarajan Saravankumar, Ex-director of the company vide letter dated 20.08.2024 informed that hearing notice was received to him only on 19.11.2024 and requested to adjourn the hearing. Mr.Arumugam Subrmanian ,Ex-director of the company vide letter dated 21.08.2024 informed that the hearing notice was received to him only on 20.08.2024, hence could not appear for hearing on 20.08.2024 and requested to fix another date for hearing.
The requests have been considered by the Adjudicating Authority and issued hearing notice to the company and its directors on 23.10.2024 for hearing on 05.11.2024. Mr. Arumugam Subramanian, and Mr. Subbu Arumugam, have appeared before the Adjudicating Authority on 05.11.2024. Mr. Arumugam Subramanian informed that he is not a director of the company w.e.f 30.05.2021. Mr. Subbu Arumugam, director made submissions that the violation may be adjudicated. Further, the Adjudicating Authority instructed them to inform other directors to appear on next date of hearing. Mr. Nagarajan Saravankumar Ex-director of the company vide letter 04.11.2024 has submitted the same facts as mentioned his letter dated 29.07.2024.
The Adjudicating Authority had issued final Hearing Notice to the company and other directors on 14.11.2024 for hearing on 22.11.2024. Neither the directors nor their authorized representatives have appeared on the said date. Hence, as per Rule 3(8) of Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such persons (ex-parte).
8. Ministry of Corporate Affairs vide notification no. G.S.R.630 (E) dated 09.10.2024 stated that in the Companies (Adjudication of Penalties) Rules,2014, in sub-rule (1) of rule 3A, the following proviso shall be inserted, namely: –
“Provided that the proceedings pending before the Adjudicating Officer or Regional Director on the date of such commencement shall continue as per provisions of these rules existing prior to such commencement”.
In the present case, the adjudication application was received prior to 16th day of September 2024, effective date of the Companies (Adjudication of Penalties) Amendment Rules, 2014.
9. Analysis of Non-compliance of the Companies Act, 2013
It is noticed that the notice issued to the company on 28.02.2024 was returned /undelivered and the company has not submitted any notice to the Registrar regarding shifting of its registered office. Thus, it is evident that the Company and its director have failed to comply with provision of Section 12 of the Companies Act, 2013, thereby attracting penal provisions mentioned under Section 12(8) of the Companies Act, 2013.
Since the company has not filed its statutory returns since its incorporation, the benefits of small company are not extended to this company while adjudicating the penalty.
9. Decision
Having considered the facts and circumstances of the case, it is concluded that, the company has violated Section 12 of the Companies Act, 2013 for the period 28.02.2024 to 22.11.2024 (269 days).
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 its directors are shown in the table below:
| S.No | Company and Directors | No of days of default | Per day penalty for default | Total Penalty | Maximum Penalty | Penalty imposed |
| 1. | M/s. Newraise Alayam Groups Private Limited | 269 days | Rs.1000/- | 269 x 1000=
2,69,000 |
Rs.1,00,000/- | Rs.1,00,000/- |
| 0. | Raja Ponnuchamy | 269 days | Rs.1000/- | 269 x 1000= 2,69,000 | Rs.1,00,000/- | Rs.1,00,000/- |
| 1. | Gandhi Madhavan | 269 days | Rs.1000/- | 269 x 1000= 2,69,000 | Rs.1,00,000/- | Rs.1,00,000/- |
| 2. | Subbu Arumugam | 269 days | Rs.1000/- | 269 x 1000=
2,69,000 |
Rs.1,00,000/- | Rs.1,00,000/- |
| 3. | Karuppaiyah Balamurugan | 269 days | Rs.1000/- | 269 x 1000= 2,69,000 | Rs.1,00,000/- | Rs.1,00,000/- |
Therefore, in view of the above said violation, in exercise of the powers vested in the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.1,00,000/- (Rupees One lakh) is imposed on the Company and Rs. 1,00,000/-(Rupees one lakh) is imposed on each director. Total Rs. 5,00,000/- (Rupees Five lakhs) as penalty amount for violation of Section 12 of the Companies Act, 2013.
10. Order:
Parties as above mentioned in table are hereby directed to pay the penalty amount as imposed.
Further, in exercise of Section 454 (3)(b) of the Companies Act,2013 the company is directed to rectify the default by maintaining the registered office of the company at the registered address as required under Section 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.
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 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order.
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
