Company has failed to mention contact number etc. on its letter head in compliance of provisions of section 12(3)(c) of the Companies Act, 2013 which shows that company has made the violation of Section 12 of the Companies Act, 2013.
In compliance of the direction received, SCN u/s 454 was issued and sent to the company and its officers in default on 17.05.2022 through speed post and e-mail. As per postal tracking report SCN was delivered to the company and the company replied on 31.05.2022 stating that “provision of section 12(3) (c) of the Companies Act, 2013 is an optional compliance & not a mandatory compliance. Further the intention of section is to provide the Telephone, fax no. etc., if any i.e. if they are available with the Company. Since their company is not operational and without any staff which is evident from financials filed before ROC, the company have not mentioned telephone number”.
Further on examination of an earlier reply submitted by Company during continuation of inquiry it is observed that reply submitted earlier and now are contradictory. Earlier company replied that “telephone no. was temporarily disconnected and out of service during the period due to which contact number was not provided on letter head”.
The reply of the Company is not satisfactory and contradictory too. From above it is proved that company has violated provision of section 12(3)(c) while submitting directors report for the F.Y 2018-19 before ma-21 portal on 19.11.2019 and till date did not rectify the same.
In the present case it is evident that the company has made violation of Section 12(3)(c) of the Companies Act, 2013. The date of default of Section 12(3)(c) is being reckoned from the date mentioned on the directors’ report for financial year i.e., 31.03.2018 till date of reply given to the 10 at the time of inquiry. The period of default u/s 12(3)(c) is reckoned from A0C-4(Balance sheet for 31/03/2018) filed with MCA-21 vide SRN H35432269 on 24.12.2018 till 23.08.2019 (i.e. the dated of reply submitted by the company to this office) is 243 days.
In terms of para 2 of this order the company satisfy the requirement of a small company U/s 2(85) of the Companies Act, 2013 therefore the amount of penalty as provided under sub section (8) of Section 12 is reduced to half and is leviable on the company and its two directors namely Vishvajeet and Darshan Singh.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS,
OFFICE OF REGISTRAR OF COMPANIES,
NCT OF DELHI & HARYANA
4TH FLOOR, IFCI TOWER, 61, NEHRU PLACE,
NEW DELHI -110019
Order No. No. ROC/2022/TELEONE ONLINE /PENALTY ORDER/6713/6716 Dated: Date: 30.11.2022
ADJUDICATION ORDER FOR PENALTY UNDER SECTION 454(3) OF THE COMPANIES ACT, 2013 READ WITH RULE 3 OF COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 FOR VIOLATION OF SECTION 12(3)(c) OF THE COMPANIES ACT,2013 IN THE MATTER OF TELEONE ONLINE VENTURE PRIVATE LIMITED (U74999DL2016PTC305911)
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No A42011/112/2014-Ad. II dated 24.03.2015 appointed Registrar of Companies, Delhi Union Territory of Delhi and whole state of Haryana as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 [ herein after referred as Act] read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: –
Whereas Company TELEONE ONLINE VENTURE PRIVATE LIMITED [ herein after known as Company] is a registered company with this office under the provisions of Companies Act, 2013/ 1956 (or previous Acts in force, as applicable) having its registered address at 468 Shivaji Market, Pitampura, Delhi-110034 as per the MCA website. The financial & other details of the subject company for immediately preceding F.Y. as available on MCA-21 portal is stated as under: –
|
S. No. |
Particulars | Details |
| 1. | Paid up Capital- as on 31.03.2019 date (Equity & Preference Shares) | 1,00,000 |
| 2. | Turnover-
(Revenue from operations as per last |
NIL |
| 3. | Holding Company | NA |
| 4. | Subsidiary Company | NA |
| 5. | Whether company registered under Section 8 of the Act? | NO |
| 6. | Whether company registered under any other special Act? | NO |
3. Facts about the Case:
Whereas instruction has been received from DGCOA vide no CL-II-04/104/2021 dt. 13/09/2021 to initiate action u/s 12 of the Companies Act, 2013 read with Section 454 of the Companies Act, 2013 based upon the report of 10 submitted after conducting inquiry. In terms of Inquiry report, the 1.0 reported that from the directors’ report filed by the company along with balance sheet for the financial year ended 31/03/2018 it was observed that Company has failed to mention contact number etc. on its letter head in compliance of provisions of section 12(3)(c) of the Companies Act, 2013 which shows that company has made the violation of Section 12 of the Companies Act, 2013.
In compliance of the direction received, SCN u/s 454 was issued and sent to the company and its officers in default on 17.05.2022 through speed post and e-mail. As per postal tracking report SCN was delivered to the company and the company replied on 31.05.2022 stating that “provision of section 12(3) (c) of the Companies Act, 2013 is an optional compliance & not a mandatory compliance. Further the intention of section is to provide the Telephone, fax no. etc., if any i.e. if they are available with the Company. Since their company is not operational and without any staff which is evident from financials filed before ROC, the company have not mentioned telephone number”.
Further on examination of an earlier reply submitted by Company during continuation of inquiry it is observed that reply submitted earlier and now are contradictory. Earlier company replied that “telephone no. was temporarily disconnected and out of service during the period due to which contact number was not provided on letter head”.
The reply of the Company is not satisfactory and contradictory too. From above it is proved that company has violated provision of section 12(3)(c) while submitting directors report for the F.Y 2018-19 before ma-21 portal on 19.11.2019 and till date did not rectify the same.
4. The relevant provisions of Sections 12 are reproduced as under:
Section 12(1) – A company shall, on and from the fifteenth day of its incorporation and at all times, thereafter, have a registered office capable of receiving and acknowledging all communications and notice as may be addressed to it.
XXX
12(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 this 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;
(c) Get its name address of its registered office and the corporate identity number along with telephone number fax numbers 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:
XXX
Section 12(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.
XXX
Section 12(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. ADJUDICATION OF PENALTY: –
In the present case it is evident that the company has made violation of Section 12(3)(c) of the Companies Act, 2013. The date of default of Section 12(3)(c) is being reckoned from the date mentioned on the directors’ report for financial year i.e., 31.03.2018 till date of reply given to the 10 at the time of inquiry. The period of default u/s 12(3)(c) is reckoned from A0C-4(Balance sheet for 31/03/2018) filed with MCA-21 vide SRN H35432269 on 24.12.2018 till 23.08.2019 (i.e. the dated of reply submitted by the company to this office) is 243 days.
In terms of para 2 of this order the company satisfy the requirement of a small company U/s 2(85) of the Companies Act, 2013 therefore the amount of penalty as provided under sub section (8) of Section 12 is reduced to half and is leviable on the company and its two directors namely Vishvajeet and Darshan Singh.
|
5.No |
Particulars | Amount of Total Penalty as prescribed under section 12(8) of the Companies Act, 2013 | Actual penalty to be levied as per section 12(8) read with section 446(b) on small company i.e. not more than half of the total penalty prescribed in relevant section |
| 1 | TELEONE ONLINE VENTURE PRIVATE LIMITED | 1,00,000/- | 50000/- |
| 2 | VISHVAJEET | 1,00,000/- | 50000/- |
| 3 | DARSHAN SINGH | 1,00,000/- | 50000/- |
In terms of Section 12 sub section (8) a penalty of Rs. 1000/- is leviable for each day up to a maximum amount of Rs. 1 lac on the company and its officers in default. In the present case since the duration of default is more than 100 days, the maximum amount of Penalty is applicable on the company and its two Directors.
6. The company and its directors are hereby directed to rectify the default immediately on the date of receipt of copy of this order.
7. The noticees shall pay the said amount of penalty through online mode by using the website www.mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, and intimate this office with proof of penalty paid. In case of the above-mentioned officers hi default, penalty is required to be paid from their own fund.
8. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2ncl Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 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 the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
9. Your attention is also invited to section 454(8) of the Act in the event of of non-payment of penalty within the prescribed time limit.
10. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent Company and its office in default and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.
(PRANAY CHATURVEDI) ICIS
Adjudicating Officer 8 Registrar of Companies
NCT of Delhi a Haryana
