Introduction: The Ministry of Corporate Affairs, through the Registrar of Companies, Chennai, has imposed penalties on M/s Winstaar Enterprises Marketting Private Limited for its failure to maintain a registered office as required by Section 12 of the Companies Act, 2013. The company neglected to ensure the accessibility of its registered office for communication purposes, leading to regulatory action by the authorities.
Background: M/s Winstaar Enterprises Marketting Private Limited is a registered company under the Companies Act, 2013, with its registered office located at Flat No.8, Kamalam Apts No. 205, Kali Amman Koil St, Natesan Nagar, Viruhgmabakkam, Chennai, Tamil Nadu 600092. The company has not filed financial statements and annual returns since 31.03.2018.
Directors: The company has two directors, namely Ezhumalai Chinnadurai and Seliyan Chitra, both of whom are identified as officers in default regarding the non-maintenance of the registered office.
Legal Provision and Violation: Section 12 of the Companies Act, 2013, mandates every company to have a registered office capable of receiving and acknowledging all communications and notices. Failure to maintain a registered office or notify the Registrar of Companies about any change in its location incurs penalties for the company and its officers in default.
Adjudication Process: An inquiry was initiated under Section 206(4) of the Companies Act, 2013, by the Registrar of Companies, during which it was discovered that the company had vacated its registered office and failed to receive communications from the authorities. Despite notices issued to the company and its directors, no response was received. Subsequently, an adjudication hearing was scheduled, but the company and its directors failed to attend, leading to the matter being proceeded ex-parte.
Decision and Penalty Imposition: Considering the prolonged non-compliance and the absence of responses or attendance from the company and its directors, the adjudicating officer concluded that the company and its officers in default are liable for penalties as per Section 12(8) of the Companies Act, 2013. Penalties were calculated based on the number of days of default, resulting in a total penalty of Rs. 3,00,000 for the period of 290 days.
Rectification Order: In addition to the penalties, the company is directed to rectify the default by maintaining the registered office at the address specified under Section 12 of the Companies Act, 2013. Proof of maintenance, including photos, rental agreements, and other necessary documents, must be submitted to the Registrar of Companies within 15 days from the date of receipt of the order.
Payment and Appeal: The company and its directors are required to pay the imposed penalties online through the MCA portal within 90 days of receiving the order. They also have the option to file an appeal against the order with the Regional Director (SR), Ministry of Corporate Affairs, within 60 days.
Consequences of Non-Compliance: Non-compliance with the order within the specified period may result in further fines or imprisonment as per Section 454(8) of the Companies Act, 2013.
Conclusion: The penalties imposed on M/s Winstaar Enterprises Marketting Private Limited underscore the importance of maintaining a registered office and ensuring compliance with regulatory requirements. Companies must adhere to statutory obligations to maintain transparency and facilitate effective communication with regulatory authorities.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING SHASTRI BHAVAN 26, HADDOWS ROAD NUNGAMBAKKAM, CHENNAI-6
F.NO.ROC/CHN/WISTAAR ENTERPRISES/ADJ/S.12/2024 DATE: 20 MAR 2024
ADJUDICATION ORDER UNDER SECTION 12 OF THE COMPANIES ACT, 2013 IN THE MATTER OF M/S WINSTAAR ENTERPRISES MARKETTING PRIVATE LIMITED
1. Appointment of Adjudicating Officer:-
The 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 M/s. Winstaar Enterprises Marketting Private Limited with CIN :U51909TN2015PTC100091 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at Flat No.8, Kamalam Apts No. 205, Kali Amman Koil St, Natesan Nagar, Viruhgmabakkam, Chennai, Tamil Nadu 600092. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
|
S. No. |
Particulars | Details |
| 1. | Paid up Capital | Rs. 1,00,00,000/- |
| 2. | a. Revenue from Operation | The company has not filed financial statements and Annual Return since 31.03.2018 |
| b. Other Income | ||
| c. Profit for the Period | ||
| 3. | Whether it is a Holding Company | No |
| 4. | Whether it is a Subsidiary Company | No |
| 5. | Whether company registered under Section 8 of the Act? | No |
| 6. | Whether company is a small company? | No |
| 7. | Whether company registered under any other special Act? | No |
3. Directors
| S. No. | Name of Director Default | Designation | Date of Appointment | Date of Cessation |
| 1. | Ezhumalai Chinnadurai | Director | 15.04.2015 | ….. |
| 2 | Seliyan Chitra | Director | 15.04.2015 | ….. |
4. Section and Penal Provision as per Companies Act, 2013
Section 12 of the Companies Act, 2013- 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.]
(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:
This Office has conducted an Inquiry U/s 206 (4) of the Companies of the Companies Act, 2013 in the matter of M/s. Winstaar Enterprises Marketting Private Limited. During the physical verification of Registered Office of the Company by a staff delegated by this office, it is noticed that the company has vacated 2 years before also letters sent by this office to the company got returned/undelivered with the postal remarks “Left”. The Inquiry report states that the company and its officers in default is liable under Section 12(8) of the Companies Act, 2013. After that this office has issued show cause for adjudication vide letter No. ROC/CHN/100091/S.12/P.5/INQUIRY FOLLOW UP/2021 on 06.12.2022 to the company and its Officers in default for non-compliance of Section 12 of the Companies Act, 2023.
6. Reply of Company and Directors for Adjudication Notice issued:
No reply has been received from the company and its directors.
7. Adjudication Hearing:
Since no reply has been received from the company and its directors for the notice dated 06.12.2022, this office had issued Adjudication Hearing Notice to the subject company and directors on 15.09.2023 fixing the hearing date as 21.09.2023 at 03:30 PM. No response received for the hearing notice dated 15.09.2023 and neither the authorized representative of the company nor the Directors attended the hearing on 21.09.2023. None of the representative of the Company or Directors have appeared on the date so fixed. Hence as per Rule 3(8), Companies (Adjudication of Penalties) Rules, 2014, the matter is being proceeded with in the absence of such persons (ex-parte).
8. Decision
Having considered the facts and circumstances of the case and after taking into account the factors above, it is concluded that (i) the company and its officers in default are liable for penalty as prescribed under Section 12(8) of the Act for non-maintenance of registered office of the company viz. M/s Winstaar Enterpsies Martketting Private Limited for 290 days i.e. with effect from the date of Undelivered Notice No No. ROC/CHN/100091/S.12/P.5/INQUIRY FOLLOW UP/2021 on 06.12.2022 to 21.09.2023 in terms of Section12(1)of the Act.
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 officers in default are shown in the table below:
|
S. No |
Company and Officers in default | No of days of default | Per day penalty for default | Total Penalty | Maximum Penalty | Final Penalty Imposed |
| 1. | M/s. Winstaar Enterprises Marketting Private Limited | 290 days | Rs.1000/- | Rs.2,90,000/- | Rs.1,00,000/- | Rs. 1,00,000/- |
| 2. | Ezhumalai Chinnadurai | 290 days | Rs.1000/- | Rs.2,90,000/- | Rs.1,00,000/- | Rs. 1,00,000/- |
| 3. | Seliyan Chitra | 290 days | Rs.1000/- | Rs.2,90,000/- | Rs.1,00,000/- | Rs. 1,00,000/- |
(i) Therefore in view of the above said violation of the undersigned in exercise of the powers vested to him under Section 454(1) & (3) of the Companies Act, 2013.Hereby impose a penalty of Rs.1,00,000/- (Rupees One lakh) to Company and Rs.1,00,000/- (Rupees One lakh) to each of the directors. Totally Rs. 3,00,000/- (Rupees Three Lakhs) as penalty amount.
(ii) Further, in exercise of Section 454 (3)(b) of the Companies Act,2013 the subject company is directed to rectify the default by maintaining the registered office of the company at the registered address as required U/ s. 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.
9. The said amount of penalty shall be paid through online by using the website mca.gov.in(Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.
10. Whereas 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 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 (Adjudication of Penalties) Rules, 2014].
11. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(i) Where company fails to comply with the order made under subsection (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 the 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 may extend to one lakh rupees, or with both.”
(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER
