Introduction- The Ministry of Corporate Affairs (MCA), Government of India, has taken penal action against Singh Packwell Private Limited for incorrect representation and maintenance of their registered office address. The details of the violations and implications for the company are elaborated below.
Adjudicating Officer’s Appointment
Through the Gazette Notification on 24.03.2015, the MCA authorized the Registrar of Companies, Delhi, to adjudicate penalties under the Companies Act, 2013, especially in cases like these.
Details about Singh Packwell Pvt. Ltd.
Singh Packwell, registered in New Delhi, falsely mentioned its registered office address as per the MCA website. Despite reporting no turnover in the previous financial year, the company now faces repercussions for its oversight.
Case Analysis
After physical inspection on 10/10/2019, it was discovered that the company failed to maintain its registered office. The company argued that they had updated the MCA about their address change, but records suggest otherwise. Documents from the MCA portal reveal contradictory information, indicating the company’s default.
Further scrutiny showed that the company used the incorrect address on various official documents, such as balance sheets and director’s reports. The company attempted to rectify the situation by presenting a rent agreement, but this document lacked credibility.
Violation Breakdown
The MCA has pointed out three main violations:
- Section 12(1): Non-maintenance of a registered office for 846 days.
- Section 12(3)(c): Using the wrong registered office on official documents on multiple occasions.
- Section 12(4): A delay of 917 days in filing the INC-22 form, notifying change of address.
The Act clearly states the importance of maintaining a registered office and the penalties for failing to do so.
Penalty Adjudication
Given the company’s failure to uphold the standards set by Sections 12(1), 12(3)(c), and 12(4), they are subjected to penalties. The company, deemed a small company under Section 2(85), will face half the amount of the usual penalty. Both directors, Sh. Tribhuvan Singh & Ms. Nirmala Devi, are liable for this penalty.
The total penalty imposed on Singh Packwell Pvt. Ltd amounts to:
- For violating Section 12(1): ₹50,000
- For each incidence under Section 12(3)(c): ₹1,000
- For violating Section 12(4): Calculated on a daily basis.
Conclusion
This incident serves as a reminder to companies about the importance of adhering to regulations and maintaining transparency in their operations. While Singh Packwell Pvt. Ltd attempts to address its oversights, the penalties levied by the MCA underscore the gravity of such lapses.
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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. ROC/2023/Singh Packwell/Penalty Order/3248-3251 Dated: 21/08/2023
Adjudication Order for Penalty under Section 454(3) of the Companies Act, 2013 read with Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 – Violation of Sections 12(1), 12(3)(c), and 12(4) of the Companies Act, 2013 – Singh Packwell Private Limited (U21029DL1999PTC100539).
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 SINGH PACKWELL 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 J-1469, GALI NO 15, SANGAM VIHAR, NEW DELHI-110062 as per the MCA website. The financial & other details of the subject company for immediately preceding financial year as available on MCA-21 portal is stated as under: –
| S.No. | Particulars | Details |
|---|---|---|
| 1. | Paid up Capital- as on 31.03.2022 (Equity & Preference Shares) | 5,00,000 |
| 2. | Turnover – Revenue from operations as per Balance filed on MCA-21 portal for the F.Y 2021-22 | 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 directions have been received from RD(NR) vide letter no TS/DL/SINGH PACKWELL/2019/7480 dt. 17.12.2020 for taking penal action against the company for violation of Section 12 read with Section 454 of the Companies Act, 2013 for non-maintenance of registered office, based upon the report of Inquiry officer (1.0) submitted after conducting inquiry. According to the Inquiry report of 1.0, the physical inspection of registered office of the company was carried out by him/ her on 10/10/2019 through which it was found that company was not maintaining its registered office which shows that company has made the violation of Section 12(1) of the Companies Act, 2013.
A show cause notice under section 454 of the Companies Act, 2013 has been issued by this office on 10.01.2022 against which company vide its letter dated 03.02.2022 had responded that it had already changed its registered office on 01.07.2019, the intimation of which was filed before MCA in compliance of section 12 of the Companies Act, 2013 vide e-form INC-22 having SRN T75892406 at a later stage i.e., on 02.02.2022. The reply of the Company dated 03.02.2022 is not acceptable by this office because on verification of other documents filed by Company on MCA-21 portal more particularly AOC-4 filed on 23.02.2021 and 10.01.2022 it is observed that as per the director’s report & notice of AGM attached with the said e-forms the registered office of the company as on 1.12.2020 and 30.10.2021 was not changed. Therefore, the reply of the Company dated 03.02.2022 is contradictory and it is established that the Company was neither maintaining registered office in compliance of section 12(1) nor intimated changes made therein.
Another show cause notice dated 19.07.2022 was also issued to the company detailing all such discrepancies as pointed out above. In response to show cause notice, reply from company dated 18.08.2022 was received through which company informed that company has its factory at A-180, Sector 63 Noida and inadvertently the said address was wrongly mentioned in the letter head as registered office of the company and requested this office for fixing physical Hearing. Accordingly, the physical hearing was fixed for 22.09.2022 and at the hearing Mr. Tribhuvan, Director, and Mr. Neeraj Varshney, Authorised representative were present and represented the Company. During hearing, in support of their assertion company relied on rent agreement which shows that an agreement was entered b/w Sh. Anil Kumar Yadav and the company for renting out the premises at J-1469, GALI NO 15, SANGAM VIHAR, NEW DELHI-110062 for 11 months w.e.f. 01.07.2019. The said agreement is on plain paper and unregistered. Apart from that the company has not been able to produce anything which proves that they were in continuous possession of address shown on MCA portal viz. J-1469, Gali No. 15, Sangam Vihar, New Delhi 110080. Therefore, the following violations have emerged:
| S No. | Section of the
Companies Act, 2013 |
Gist of Violation | Period of default |
| 1. | 12(1) | Non-maintenance of registered office | 10.10.2019 (physical inspection of registered office of the company was carried out on) 10/10/2019 by 1.0 till 01.02.2022 (i.e one day before the date on which company had filed INC-22 before MCA intimating change in registered office from back date which they responded vide their reply dt 03.02.22 against SCN issued by this office on 10.01.2022 ) i.e. For 846 Days |
| 2. | 12(3)(c) | Wrong registered office were mentioned on the letter head used for issuing notice, Director’s report and even on balance sheet filed along with e-form AOC -4 for the F.Y 2019-20 having SRN R94308509 dated 03.02.2021 , e-form AOC -4 for the F.Y 2020-21 having SRN T70074042 dated 10.01.2022 and in director’s report attached with e-form AOC-4 for F.Y. 2021-22 having SRN F32686032 dated 28.10.2022 Director’s report only and said default was already admitted by one of director namely Mr. Tribhuvan, Director at the time of physical meeting held on 22.09.2022. | · For 01.12.2020
(i.e., the date on which wrong letter head was used for placing directors’ report and notice for 2019-20) · For 30.10.2021 (i.e the date on which wrong letter head was used for placing notice and director’s report for AGM for 2020-21) · For 01.09.2022 (i.e the date on which wrong letter head was used for placing directors’ report for 2021-22)
|
| 3. | 12(4) | Delay in filing form INC-22 dated 02.02.2022 vide SRN 175892406 for change in registered office from Shop-1479/7 Gurudwara Road Kotla, Mubarak Pur New Delhi to J – 1469, Gall No. 15, Sangam Vihar, New Delhi- 110062 effective from 01.07.2019 | 31.07.2019 to 01.02.2022 i.e for 917 Days |
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.
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Section 12(2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed. ,
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Section 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 that 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, if any;
(c) 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
(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):
Provided further that the words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
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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.
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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 not been maintaining its registered office nor intimated changes made therein, in terms of Section 12(1),12(3)(c) read with Section 12(4) of the Companies Act, 2013 timely. The date of non-maintenance of the registered office is being reckoned from 10.10.2019 (i.e., date of on spot inquiry by the Investigating officer) till 01.02.2022 (i.e., one day before the Date of filing INC-22 before MCA by the Company intimating change in registered office from back date) is 846 days.
In terms of para 2 of this order, the company satisfies the requirement of a small company U/s 2(85) of the Companies Act, 2013, therefore half the amount of penalty as provided under sub section (8) of Section 12 is leviable on the company and its two directors namely Sh. Tribhuvan Singh & Ms. Nirmala Devi for violation of Section 12(1), 12(3)(c) and 12(4) of the Companies Act, 2013 separately on account of special dispensation provided in Section 446(b).
| A | B | C | D | E | F | |
| S. No. | Name of Company /Directors | Amount of Penalty imposed u/s 12(8) for violation of Section 12(1) of the Companies Act, 2013 for 846 days with reduced penalty i.e half of total amount on account of special provisions in Section 446B | Amount of Penalty imposed u/s 12(8) for violation of Section 12(3)(c) of the Companies Act, 2013 for each incidence when wrong letterhead was used with reduced penalty i.e half of total amount on account of special provisions in Section 446B | Amount of Penalty imposed u/s 12(8) for violation of Section 12(4) of the Companies Act, 2013 for 917 days with reduced penalty i.e half of total amount on account of special provisions in Section 446B | Total amount Penalty imposed 12(8) violation Section 12(1) 12(3)(c) & 12(4) of the Companies Act, 2013 | |
| 1 | SINGH PACKWELL PRIVATE LIMITED | 50,000/- | For the F.Y 2019-20
Rs. 1,000/- on each occasion when wrong letterhead was used i.e on 01.12.2020 for issuing board report and notice i.e. half of (Rs. 1,000×2= 2,000/- ) = Rs 1000/- For the F.Y? 2020-21 Rs. 1,000/- on each occasion when wrong letterhead was used i.e on 30.10.2021 for issuing board report and notice i.e. half of (Rs. 1,000 x 2=2,000/- ) = Rs 1000/- For the F.Y 2021-22 Rs. 1,000/- on each occasion when wrong letterhead was used i.e on 01.09.2022 for issuing board report i.e. half of (Rs. 1,000) 401 If = Rs 500/- Total Amount of penalty Rs 2500/- (Rs. 1000+Rs1000 + Rs 500) |
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| 2 | SH. TRIBHUVAN SINGH | 50,000/- | Same as above | 50,000/- | 1,02,500/- | |
| 3 | SH. NIRMALA DEVI | 50,000/- | Same as above | 50,000/- | 1,02,500/- |
6. Noticees shall pay the total amount of penalty as mentioned in column F above through online mode by using the website www.mca.gov.in (Misc. head) in favor of “Pay Et 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 in default, penalty is required to be paid from their own fund.
7. Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2nd 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) Et 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
8. Your attention is also drawn to section 454(8) of the Act in the event of nonpayment of penalty within the prescribed time limit.
9. 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 officer in default and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.
(PRANAY CHATURVEDI)
Adjudicating Officer Et Registrar of Companies
NCT of Delhi & Haryana
