Maptech Poly Products Private Limited and its directors filed an appeal under Section 454(5) of the Companies Act, 2013, against a penalty imposed by the Registrar of Companies (ROC), Karnataka. The penalty was levied for violating Section 12(1) of the Act, which mandates maintaining a registered office. The issue arose when a communication from the Regional Director regarding an amalgamation application was returned undelivered due to the company’s name board being removed and staff being unaware of the proceedings. A physical verification on 11.03.2024 confirmed the absence of a maintained registered office. The company later clarified its operational address and took corrective actions.
Despite the company’s request for leniency, the ROC adjudicated that the company, classified as a small company under Section 2(85) of the Act, was liable for a reduced penalty under Section 446B. A fine of ₹50,000 was imposed on the company and each of its two directors, totaling ₹1,50,000. Dissatisfied, the company appealed the decision. However, after a hearing on 04.02.2025, the Regional Director, South East Region, Ministry of Corporate Affairs, upheld the original decision, finding no error in the ROC’s adjudication. Consequently, the appeal was dismissed on 17.03.2025, with copies of the order sent to relevant authorities for necessary action.
F.No:09/44/ADJ/SEC.12(1) of CA, 2013/KARNATAKA/RD(SER)/2024/7165
BEFORE THE REGIONAL DIRECTOR, SOUTH EAST REGION
MINISTRY OF CORPORATE AFFAIRS, HYDERABAD
IN THE MATTER OF COMPANIES ACT, 2013
IN THE MATTER OF MAPTECH POLY PRODUCTS PRIVATE LIMITED
1. Maptech Poly Products Private Limited
2. Aswini Lakhotia
3. Lakhotia Mala
…… Appellants
Date of hearing: 04.02.2025
Present: V. Shankar, PCS on behalf of the Appellants
ORDER
This is an appeal filed under section 454(5) of the Companies Act, 2013 (hereafter referred as Act) by the above appellants in e-form ADJ vide SRN AB2212657 dated 19.12.2024 against the adjudication order passed by the Registrar of Companies, Karnataka in F No. ROC(B)/Adj.Ord.454-12(1)/Maptech Poly Products /104581/2024 dated 13.09.2024 under section 454 of the Companies Act, 2013 Read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for violation of provisions of Section 12(1) of the Companies Act, 2013 by Maptech Poly Products Private Limited.
2. The Registrar of Companies in his order of adjudication has stated that during the course of application filed by the company for a scheme of amalgamation under section 230-232 of the act, in CP(CAA)No.25/BB/2023, a letter dated 29.08.2023 was issued by the office of Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad to company’s registered office But the same was returned back undelivered with postal remarks “no such firm” and “company closed” by the postal authorities.
2.1 Subsequently, a physical verification of the registered office was carried out on 11.03.2024 which confirmed that the company has not maintained its registered office at its location. Thereafter, an adjudication notice dated 08.05.2024 was issued to the company and its directors to furnish their reply/explanation in the matter was delivered to the company and in response, the company has furnished its reply vide letter dated 29.05.2024 clarify that the company is functioning from plot No. 6-c, KIADB Industrial Area, 1st stage ,Harohalli, Kanakpura Taluk, Bangalore Rural, Bangalore – 562112,which is capable of receiving and acknowledging all communications, notices addressed. The directors of the company are aged and due to health condition, they are unable to visit the premises often and the persons present at the premises, were unaware of the amalgamation proceedings being initiated and hence they did not receive and acknowledge the postal communication from regional Director dated 29.08.2023 and that was the reason for notices getting returned. Further, it has been submitted thar the company’s name board was damaged and hence same was removed during that time. However, thereafter, the company has taken immediate steps to display a new name board as per the requirements of section 12(3) of the act and the offence was made good.
2.2 The company further requested Registrar to take a lenient view and not to initiate any further proceedings in the matter. Further, the adjudication notice dated 08.05.2024 sent to the company was also delivered. Thus, the company and its directors have violated the provisions of section 12(1) of the Act for a duration of 253 days i.e. from 29.08.2023 to 07.05.2024.
2.3 Hearing was held before the Registrar of companies on 29.08.2024. Registrar of Companies in his adjudication order has stated that as per the financial statements of the company and the criteria prescribed, the company falls under the definition of a small company as per the provisions of Section 2(85) of the Companies Act, 2013 and the provisions of imposing lesser penalty as per Section 446B of the Companies Act, 2013 shall be applicable in this case.
2.4 Accordingly, after hearing the authorized representative Registrar of companies had levied a lesser penalty as per provisions of Section 446B of the Companies Act, 2013 amounting to Rs.50,000 each on the company and 2 directors namely Mr. Aswini Lakhotia, Mrs. Lakhotia Mala (total aggregating to Rs.1,50,000).
3. Aggrieved by the adjudication order, the appellants have filed the above appeal, based on the appeal filed before this Directorate a hearing was fixed on 04.02.2025 before the undersigned and Mr. Shankar Viswanathan, PCS appeared for hearing on behalf of the Appellants and reiterated the submissions made in the appeal and requested to waive the penalty levied by the Registrar of Companies.
4. Since there is no error in the adjudication order passed by the Registrar of Companies, Karnataka F No. ROC(B)/Adj.Ord.454-12(1)/Maptech Poly Products /104581/2024 dated 13.09.2024 under section 454 of the Companies Act, 2013 Read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for violation of provisions of Section 12(1) of the Companies Act, 2013, the appeal filed by the appellants in e-form ADJ vide SRN AB2212657 dated 19.12.2024 is hereby dismissed and disposed of.
5. This order is issued to the Appellants with a copy to Registrar of Companies, Karnataka and Joint Secretary, E-Governance Cell, Ministry of Corporate Affairs, New Delhi for information and necessary action.
Issued under my hand and seal on this 17th day of March 2025.
(Richa Kukreja)
Regional Director, SER
Ministry of Corporate Affairs, Hyderabad
