Registrar of Companies, Karnataka
Kendriya Sadan, 2nd Floor, ‘E’- Wing,
Koramangala, Bengaluru – 560 034
E-mail ID :roc.bangalore@mca.gov.in
F. No. ROCB/ Adj.454/Co.No.20354/Section 12/2022 Date: 16.11.2022
ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES 2014 FOR VIOLATION OF PROVISIONS OF SECTION 12 OF THE COMPANIES ACT 2013 BY AMAZON FINANCIAL SERVICES PRIVATE LIMITED
1 Whereas the company, AMAZON FINANCIAL SERVICES PRIVATE LIMITED, was incorporated on 23.04.1996 under the jurisdiction of Registrar of Companies, Bangalore. The registered office of the company is presently situated at MNS-MFG, Vasanthanarasapura Industrial Area, Plot No. 2, KIADB, Phase — 3, Tumkuru, India Food Park, Kora Hobli — 572138.
2 Whereas as per the provisions of Section 12(1) of the Companies Act,2013, a company shall within 30 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.
3 Whereas as per Section 12(4) of the Companies Act, 2013, 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 30 days who shall record the same.
4 Whereas as per Section 12(8) of the Companies Act 2013, if any default is made in complying with the provisions of Section 12, the Company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which default continues but not exceeding one lakh rupees.
5 Whereas this office received a communication from Reserve Bank of India vide letter No. DOS.RSS(BLR).No. S91/24.08.028/2022-23 dated 22.04.2022 stating that the letters sent to the subject company to the addressed mentioned in the MCA database were returned undelivered and also that a physical inspection was also made to the premises of the company and it was found that the company was not located at the registered office premises. Hence, notice was sent to the company situated at No.22, Sankey Road, High Grounds, Bangalore -560020, and its directors for adjudicating the matter under Section 12 of Companies Act, for non-maintenance of Registered Office on 10.06.2022. However, the said notice addressed to the company also got undelivered and returned back by postal department with postal remarks “No such person in this address”. In response to the notice sent to Mr. Ajay Biyani, Director, one Ms. Varsha Shenoy, PCS responded by mail and submitted the adjudication application duly signed by the directors on 11.07.2022.
6 Whereas, the company in its application has submitted that the company is active and is regular in all its statutory filings with MCA and other government authorities. Due to COVID-19 pandemic the company could not force its employees to come to office till date. The registered office address was a leased space to the petitioner, wherein the company shared the said address along with many other companies operating from the same location. Further it has submitted that, since no employee was going to office for the last two years, the company requested the property manager to communicate all the correspondences received by post. However, as the staff was replaced by a new Team, the postal documents were not collected by the new team of staff and the same was also not communicated on time to the company.
7 Further, the company has submitted that the registered office is very much situated but the employees were working mostly from home itself and visiting the office only as and when required. Further the company is active compliant. The incident of returning of the documents was purely accidental and not intentional. Whereas, it is seen from the MCA database that the company has filed form INC-22 on 14.07.2022 intimating change of registered office to Kora, Hobli, Tumkuru w.e.f. 13.07.2022. Hence the written submissions made by the company can be accepted only to some extent. The company and its directors are strictly advised to comply with the provisions of the Companies Act, 2013 by properly maintaining the registered office.
8 Whereas, it is noticed from the financial statements filed by the company that the company’s paid up capital is Rs. 1,00,030/- and turnover is Rs.-1,51,700/- as on 31.03.2021. Further, the company is not a subsidiary company and not having any subsidiary under its hold. Hence the company is a “Small Company” as defined under Section 2(85) of Companies Act, 2013. Therefore, the provisions of levying lesser penalty under Section 446B of the Companies Act, 2013 shall be applicable in this case.
9 After examining the reply of the company and considering its financial position and small company status, the undersigned in exercise of powers delegated under Section 454(3) read with Rule 3(11) of the Companies (Adjudication of Penalties) Rules, 2014, hereby impose a penalty as under:-
| S.No. | Particulars | Calculation of penalty (Penalty per day x no. of days delay) | Penalty imposed (Rs.) |
| 1 | AMAZON FINANCIAL SERVICES PRIVATE LIMITED | 22.4.2022 to 13.7.2022 (82 days) (500 per day x 82 days) (As per Section 446B) | 41,000/- |
| 2 | Ms. PRITI BIYANI, DIRECTOR | 22.4.2022 to 13.7.2022 (82 days) (As per Section 446B) | 41,000/- |
| 3 | Mr. AJAY BIYANI, DIRECTOR | 22.4.2022 to 13.7.2022 (82 days) (As per Section 44613) | 41,000/- |
| TOTAL | 1,23,000/- |
Further, directed that they shall pay the penalty through their own sources through MCA 21 portal within 60 days from the date of receipt of this order. The company is instructed to file Form INC-28 as per provisions of the Act attaching copy of the Adjudication order and payment challans.
10 Whereas sub-section (5) of section 454 of the Companies Act, 2013 provides that any person aggrieved by an order made by the adjudicating officer under sub-section (3) may prefer an appeal to the Regional Director having jurisdiction in the matter and further sub-section (6) provides that every appeal under sub-section (5) shall be filed within sixty days from the date on which the copy of the order made by the adjudicating officer is received by the aggrieved person and shall be in such form, manner and be accompanied by such fees as may be prescribed.
11 Please note that as per Section 454(8)(i) of the Companies Act 2013, where a 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 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 shall not be less than twenty five thousand rupees but which may extend to one lakh rupees or with both.
In case of default in payment of penalty, prosecution will be filed U/s 454(8)(i) and (ii) of the Companies Act 2013 without further notice.
(SANJAY SOOD)
REGISTRAR OF C MPANIES
BANGALORE, KARNATAKA
