Company not mentioned CIN, Contact & Email ID on letter head: MCA imposes Penalty of Rs. 1.50 Lakh on Tanman Jewels Private Limited
The Order issued by the Adjudicating Officer of the Registrar of Companies, Gujarat, Dadra & Nagar Haveli, dated May 27, 2024, pertains to penalties imposed on Tanman Jewels Private Limited for violating Section 12(3)(c) of the Companies Act, 2013. This violation relates to the company’s failure to mention its Corporate Identity Number (CIN), contact details, and email ID on its letterhead, as mandated by the law.
Tanman Jewels Private Limited, a company registered under the Companies Act, 1956/2013 in Gujarat, was found to be in violation during an inquiry into its activities. The company had not complied with the requirement specified in Section 12(3)(c), which necessitates the inclusion of CIN, contact information, and email ID on its business letters, billheads, letter papers, notices, and other official publications.
Section 12(8) of the Companies Act, 2013 stipulates penalties for non-compliance with the requirements of Section 12(3)(c). The penalty amounts to one thousand rupees for each day the default persists, not exceeding one lakh rupees. The Adjudicating Officer, appointed by the Ministry of Corporate Affairs, has the authority to adjudicate penalties under Section 454 of the Companies Act, 2013.
Despite being given opportunities for a hearing, the company and its representatives were absent. Consequently, an ex-parte order was issued. The officer considered factors such as disproportionate gain, loss to investors, and the repetitive nature of the default while determining the penalty. However, due to the nature of the violation, precise quantification of these factors was challenging.
The penalty was imposed on the company and its directors in default, taking into account the number of days of default. As Tanman Jewels Private Limited qualified as a small company, lesser penalties were applied as per the provisions of Section 446B of the Companies Act, 2013.
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES, GUJARAT, DADRA & NAGAR HAVELI
Order No. ROC/Sec.12 (3) (C) /454(4)/ TANMAN JEWELS/2023-24/806 To 809 Dated: 27 May 2024
ORDER FOR PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014 and COMPANIES (ADJUDICATION OF PENALTIES) AMENDMENT RULES, 2019 FOR VIOLATION OF SECTION 12(3) (C) OF THE COMPANIES ACT, 2013
IN THE MATTER OF TANMAN JEWELS PRIVATE LIMITED
(U36910GJ2009PTC059040)
Date of hearing : 26.02.2024
PRESENT:
1. Shri Keerthi Thej N. (ROC), Adjudicating Officer
2. Shri Indrajit Vania (DROC), Presenting Officer
3. Company/ Officers/ Directors/ KMP/ Authorized Representative: Absent
Appointment of Adjudication Authority:–
1. The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014- Ad. II dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the power conferred under section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 (Notification No. GSR 254(E) dated 31.03.2014) for adjudging penalties under the provisions of Act.
Company:
2. WHEREAS, TANMAN JEWELS PRIVATE LIMITED (hereinafter referred to as “Company”) is a company registered under the provisions of the Companies Act, 1956/2013 in the State of Gujarat on 30.12.2009, having CIN: U36910GJ2009PTC059040 and presently having its registered office situated 6/2020-21-22, Office No. 305,3rd Floor, Panchratna Apt, Bhojabhai Ni Sheri Naka, Hat Faliya, Mahidharpura, Surat, Gujarat,395003, India.”
Facts of the case
3. It is noticed during the inquiry and observed from the various e-forms submitted by the company that company has not mentioned CIN, Contact and e-mail id on the letter head of the company. Hence, the company has not complied with the provisions of Section 12(3)(c) of the Companies Act, 2013. Hence, the company, its directors/Officers in defaults are liable to penalize under Section 12(3) (c) of the Companies Act, 2013.
4. Section 12 (3) (c) provides that “Every Company shall 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”.
5. As per Section 12(8) of the Companies Act, 2013 “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”.
6. That, the Ministry of Corporate Affairs vide its Gazette notification No. SO 831 (E) dated 24.03.2015 appointed the Registrar of Companies/ undersigned as Adjudicating Officer in exercise of the Power conferred by Section 454 of the Companies Act 2013 read with Companies (Adjudication of Penalties) Rules, 2014. Thereby, the Registrar of Companies is entrusted with the power to adjudicate the penalty as provided under Section 12(3)(c) of the Companies Act, 2013.
7. The Registrar of Companies vide the Companies (Amendment) Act, 2019 is entrusted with power to adjudicate penalty as provided under Section 12(8) of the Companies Act, 2013. The DGCoA vide letter dated 11.05.2022 has instructed that all cases filed under Companies Act, 1956 and Companies Act, 2013 can be considered under In-House Adjudication Penalty Mechanism (IAM). Pursuant to the instructions of the Ministry, issued vide letter dated 11.05.2022, further directions were given that all cases filed under CA, 1956 and CA, 2013 can be considered for adjudication process which are now decriminalized (earlier prosecutions were to be filed) by Companies Amendment Act effective from 02.11.2018 and through further Amendment in 2020 effective from 28.09.2020).
8. It is further submitted that there is a reasonable ground to believe that the company and its officers in default have violated the provisions of Section 12(3) (C) of the Companies Act, 2013. In view of the facts narrated above, the company and its directors/ officers, in default are liable for penalty in pursuant to Section 12(8) of the Companies Act, 2013 and Rules, made thereunder.
9. Show Cause Notice and Reply/Submission of the Company/Director/Authorised Representative:-
Whereas the office of the undersigned issued show cause notice under section 454 of the Companies Act, 2013 for violation of section 12(3)(c) of the Companies Act, 2013 to the Company and its officers in default on 28.04.2023 with request to rectify the aforesaid default within 30 days of the notice. In this regard, reply was received from the company which is not satisfactory. Accordingly, the Office of the Registrar of Companies vide letter No. ROC-GJ/ADJ/Tanman/Sec.454/Sec.137/2023-24/5113 to 5115 dated 31.01.2024 has made an official communication with the above-named company and its directors and gave on opportunity of being heard on 14.02.2024. In response to the aforementioned letter dated 31.01.2024, the company vide its letter dated 13.02.2024 intimated this office that due to personal reasons they were not available on the said date. Hence, they requested to grant the date of hearing on 26.02.2024. This office has considered the request of the company and intimated through e-mail dated 19.04.2024 to company and gave on opportunity of being heard on 26.02.2024. However, no officer/representative of the company were present in the hearing on 26.02.2024.
Submission of the Presenting Officer
10. The Presenting Officer has further submitted that as seen from the Annual Return up to 30.09.2023 the paid-up capital of the company is 10,00,000/- and Turnover is Rs. 0/-. Hence, as per the Ministry’s Notification No. G.S.R. 700(E) dated 15.09.2022, in light of Companies (Specification of definition details) Amendment Rules, 2022 with respect to the provisions of Section 2(85) of the Companies Act, 2013, the company falls under the ambit of “small company”. Therefore, the provisions of imposing lesser penalty as per the provisions of Section 446B of the Companies Act, 2013 shall be applicable to the company.
EX- PARTE ORDER:
1. While adjudging quantum of penalty under section 12(8) of the Act, the Adjudicating Officer shall have due regard to the following factors, namely.
a. The amount of disproportionate gain or unfair advantage, whenever quantifiable, made as a result of default.
b. The amount of loss caused to an investor or group of investors as a result of the default.
c. The repetitive nature of default.
2. With regard to the above factors while determining the quantum of penalty, it is noted that the disproportionate gain or unfair advantage made by the notice or loss caused to the investor as a result of the delay on the part of the notice to redress the investor grievance is not available on the record. Further, it may also be added that it is difficult to quantify the unfair advantage made by the noticee or the loss caused to the investors in a default of this nature.
3. Having considered the facts and circumstances of the case and submissions made by the Presenting Officer, the undersigned has reasonable cause to believe that the company and its officers in default have failed to comply with the Provisions of Section 12(3)(C) of the Companies Act, 2013.Hence, I hereby imposed penalty as under:
Default for non-compliance under Section 12(3)(C)
| Violation Under Companies Act,2013 | Company/ Directors/ Officer |
No. of Days For Default | Penalty for Default (Rs.) in Pursuant to Section 12(8) of the C.A. 2013 | Penalty to Be imposed for Default (Rs.) |
Maximum Limit for Penalty (Rs.) as per Section 12(8)Of C.A. 2013 |
Penalty for Small company Section 446B of CA 2013 |
| Section 12(3)(C) |
TANMAN JEWELS PRIVATE LIMITED (COMPANY) |
304 x 1000= 3,04,000/- | 1,00,000 | 1,00,000 | 1,00,000 | 50,000/- |
| MR. RAKESH KUMAR JAIN (Director) | 304×1000= 3,04,000/- | 1,00,000 | 1,00,000 | 1,00,000 | 50,000/- | |
| MR. SHUBHAM JAIN (Director) | 304×1000= 3,04,000/- | 1,00,000 | 1,00,000 | 1,00,000 | 50,000/- |
[Default counted from 28/04/2023 to 26/02/2024]
Adjudicating Officer is of the opinion that penalty is commensurate with the aforesaid default committed by the Noticees:
4. The company/ Officer is further directed to rectify the default failing which this office shall proceed further in the matter pursuant to Section 454A of the Companies Act, 2013 for noncompliance of the aforesaid provisions of the Companies Act, 2013.
5. The noticee shall pay the amount of penalty individually for the company and its officers from their personal sources/ income by way of e-payment available on Ministry Website www.mca.gov.in under “Pay Miscellaneous fees” category in MCA fee and payment Services under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 within 60 days from the date of receipt of this order and copy of this adjudication order and Challan/SRN generated after payment of penalty through online mode shall be filed in INC-28 under the MCA portal without further reference.
6. Appeal against this order may be filed in writing with the Regional Director, North-Western Region, Ministry of Corporate Affairs, ROC Bhavan, Opp. Rupal Park, Nr. Ankur Bus Stand, Naranpura, Ahmedabad (Gujarat) 380013 within a period of sixty days from the date of receipt of this order, in Form ADJ) setting forth the grounds of appeal and shall be accompanied by the certified copy of this order [Section 454(5) & 454 (6) of the Companies Act, 2013 read with the Companies (Adjudicating of Penalties) Rules, 2014 as amended by Companies Adjudication of Penalties) Amendment Rules, 2019].
7. Your attention is also invited to Section 454(8) (i) and 454(8) (ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount, the company shall be punishable with the fine which shall not be less than Twenty Five Thousand Rupees but which may extend to Five Lakhs Rupees and the officer in default shall be punishable with imprisonment which may extend to Six months or with fine which shall not be less than Twenty Five Thousand Rupees which may extended to one Lakhs Rupees or with both.
The adjudication notice stands disposed off with this order.
Registrar of Companies
& Adjudicating Officer
Gujarat, Dadra Nagar Haveli
