Introduction: The Registrar of Companies, Maharashtra, Pune, has issued an adjudication order imposing penalties on NAVCOM Industries Limited (CIN: L29299PN1991PLC063431) under Section 454(3) of the Companies Act, 2013. The penalties are a consequence of the company’s failure to maintain its registered office, leading to returned notices and a breach of statutory requirements.
Detailed Analysis:
1. Appointment of Adjudicating Officer: The Ministry of Corporate Affairs appointed the adjudicating officer, Mangesh Jadhav, in exercise of powers conferred by Section 454(1) of the Companies Act, 2013. This appointment was made under the Companies (Adjudication of Penalties) Rules, 2014.
2. Company Details: NAVCOM Industries Limited, registered under CIN: L29299PN1991PLC063431, is governed by the Companies Act, 2013. The company’s registered office, located at B-13 Chicholi MIDC, Pune Solapur Road, Solapur, Maharashtra, came under scrutiny due to alleged violations.
3. Facts about the Case:
- An inquiry revealed that NAVCOM Industries Limited failed to maintain its registered office capable of receiving and acknowledging communications and notices.
- Notices/summons issued to the company at its registered office were returned undelivered, indicating non-compliance with Section 12(1) of the Companies Act, 2013.
- Section 12(8) prescribes a penalty of one thousand rupees for every day of default, not exceeding one lakh rupees.
4. Adjudication Process:
- Adjudication notices were issued on 20.07.2023 under Section 454(4) and Section 12 of the Companies Act, 2013, to the company and its officers in default.
- No reply was received to the notices, and a hearing notice for 25.10.2023 was returned undelivered.
- A director, Pravin Lunkad, responded, stating the company had shifted its registered office due to property sale.
5. Relevant Provisions:
- Section 12(1) of the Companies Act, 2013, mandates companies to maintain a registered office capable of receiving communications.
- Section 12(8) prescribes penalties for defaults, as per the adjudication order.
6. Order:
- Penalties were imposed on NAVCOM Industries Limited and its officers for violating Section 12(1) of the Act.
- The penalty amount was determined based on the duration of default, as prescribed by Section 12(8).
- The order emphasizes the commensurateness of the penalty with the failure committed.
7. Payment and Appeal:
- The company and its officers were directed to pay the imposed penalty through the Ministry of Corporate Affairs portal.
- The order invites appeals, as per Section 454(5), to be filed within sixty days from the date of receipt of the order.
8. Consequences of Non-payment:
- Consequences of non-payment within the prescribed time limit, as per Section 454(8)(ii), are highlighted.
- The order is being sent to NAVCOM Industries Limited, directors/officers, the Regional Director (Western Region), and the Ministry of Corporate Affairs.
Conclusion: The adjudication order by Mangesh Jadhav, Adjudication Registrar Officer, underscores the importance of maintaining a registered office as per statutory requirements. NAVCOM Industries Limited faces penalties for its failure, and the order provides a detailed account of the violations, penalties imposed, and avenues for appeal. This case serves as a reminder for companies to adhere to regulatory norms to avoid legal repercussions and financial penalties.
Office of the Registrar of Companies
Maharashtra, Pune
Ministry of Corporate Affairs
Government of India
PCNTDA Green Building, Block A, 1st & 2nd Floor, Near Akurdi Railway Station, Akurdi, Pune – 411044
Phone: 020-27651375/78, Email: roc.pune@mca.gov.in
Order No. RoCP/ADJ/order/12/ 23-24 /NAVCOM/2308 to 3212 Dated: Date: 20 DEC 2023
ADJUDICATION ORDER
*****
Adjudication Order of penalties in the matter of NAVCOM INDUSTRIES LIMITED (L29299PN1991PLC063431) under Section 454(3) of the Companies Act, 2013
Please Read:
- Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G.S.R.131(E) ).
- Provision of Sub-section (1) and (8)of Section 12 of the Companies Act, 2013.
- Gazette notification of Ministry of Corporate Affairs vide No. A-
42011/1 2/2014-Ad.II, dated 24.03.2 15 (see SO 831(E), dated 24.03.201 5) - Companies (Amendment) Act, 2019.
- General l circular No. 1/2020 dated 02.03 2020.
In respect of:
NAVCOM INDUSTRIES LIMITED having CIN: L29299PN1991PLC063431 is a company governed by the provisions Act, and registered with this office having its office at B-13 Chicholi MIDC, Pune Solapur Road, Solapur, Maharashtra, 43006, India.
1. Appointment Adjudicating Officer: Ministry of Corporate Affairs vide its Gazette Notification NO. 42011/112/2014 Ad. II dated 24.03.2015 (see So 831 (E), dated 24.03.201) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the companies Act,2013 (herein after known as Act) read with Companies (Adjudication of penalties Rules, 2014 for adjusting penalties under the provision of this Act.
2. Company:
NAVCOM INDUSTRIS LIMITED having CIN: 1,29299PN1991PLC063431 is a company governed by provisions Act and registered which this office, having its office at B-13 Chicholi MIDC, Pune Solapur Road, Solapur, Maharashtra, 4 having is earned by the provisions Act and registered With this office e at B-13 Chicholi MIDC, Pune Solapur load, 413006, India.
3. Facts about the case
a) Whereas an Inquiry of the company under section 206 f the Companies Act, 2013 was conducted by this office; and, during the course of Inquiry, the Inspecting Officer has noted that, the subject company has been incorporated on 30.09.1991 with CIN L29299PN1991liLC063431 with details of address as B-13 Chicholi Mide, Pune Solapur Road Solapur Solapur 413006, Maharashtra, India. As per the records available, the notices/summons issued to the Company vide letter No. ROCP /INQ/2022/933 to 940 dated 23.08.2022 on the registered office address have been returned undelivered by the postal department Therefore, it is clear that the Company is not maintaining its registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
b) In terms provisions of section 12(1) of the Companies Ac 2013 read with rule 25 of Companies (Incorporation) Rules, 2014 “A company shall, within thirty days of its corporation and at all times, thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it”
c) In terms of the provisions of 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 f one thousand rupees for every day during which the default continues but not exceeding one lakh rupees;
d) Accordingly, as per the directions of the competent authority, the adjudication officer has issued adjudication notice vide ROCP/ADJ/ 12/23-24/1028-1031 dated 20.07.2023 (herein after referred as Adjudication Notice) under Section 454(4) read with 12 of the Companies Act, 2013 read with Rule 3(2)0f Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2011‘, vide notice no. ROCP/ADJ/12/23-24/1028-1031 dated 20.07.2023 to he company and its officers in default for the violation of the provisions of the act as mentioned in para “a b & c” above;
e) No reply for the adjudication notice issued on 20.07.20 3 received upto 10.10.2023. Further, hearing notice was sent to the com any and officers in default vide this office letter dated 10.10.2023 within which the company and officers in default were directed to appear before the undersigned on 25.10.2023. Hearing notice sent to the company was returned back by postal authorities with remark ‘Left n address’. This office is in receipt of reply from one of the director name .y Pravin Lunkad vide letter dated 11.10.2023. As stated in his reply registered office of the company was earlier situated at B-12 Chincholi MIDC, Pune Solapur Road, Solapur- 413006. As the possession of the said lot and sold the said property to third party. As the possession of the Registered office was not in the hands of the company, the company shifted Pune Solapur Road, Solapur- 413006 which is owned by nav Maharashtra Chakan Oil Mills Limited. Since then, the Registered Office is well situated alt that place.
f) Further, under section 454(4) of the Act read with Rule 3(2) of the Companies (Adjudication Of Penalties) Rules, 2014, No ice(s) were given an opportunity to submit a reply by issuing an Adjudication Notice vide ROCP/ADJ/12/23-24/1028-1031 dated 20.07.2023 (herein after referred as Adjudication Notice) to, why the penalty should not b imposed under the provisions of 12(8) of the Act against the Company and its officers in default for the above stated violations.
4. Relevant provisions of the Companies Act, 2013:
Section 12(1) of the Companies Act, 2013 read with rule 25 of Companies (Incorporation) Rules, 2014 ” A company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving a acknowledging all communications and notices as may be addressed to it”
5. ORDER:
a. The application company and its officers, who have defaulted the Provision of section 12(1) A company shall, within thirty days of its incorporation and at all times thereafter, have a registered office of capable receiving and acknowledging all communications and notices may be addressed to it”
b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of sections 12 of the Act:-
| Sl. NO | Penalty imposed on company/director(s) | No. of days default | Total Penalty | Total maximum penalty imposed |
| 1 | Navcom Industries Limited | *From 23.08.2022 to 10.10.2023 413 days | 1000*413=Rs.4,13,000 | 1,00,000 |
| 2 | Pravin Surajmal Lunkad. | 1,000*413=Rs.4,13,000 | 1,00,000 | |
| 3 | Sachin Ashok Gaikwad | 1000*413=Rs.4,13,000 | 1,00,000 | |
| 4 | Santosh Ganpati Jadhav | 1000*413=Rs.4,13,000 | 1,00,000 |
(Date of notice sent by the JO on 23.08.2022 to 10.10.2023 (date of issue of Hearing notice).
c. I am of, the opinion that penalty so imposed is commensurate with the aforesaid failure committed by the notice(s).
d. The Notice(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.
e. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate to Affairs 100, Everest, 5th Floor, Netaji Subhash Road, Marine rive, Mumbai-400002, within a period of sixty days from the date of receipt of this order, in Form ADJ setting forth the grounds of appeal nd shall be accompanied by a certified copy of this order. [Section 454 of the Act read with Companies (Adjudication of Penalties) Rules, 20 4 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.
f. Your attention is also invited to section 454(8)(ii) of the Act regarding consequences of non-payment of penalty within th prescribed time limit of 90 days from the date of the receipt of cop of this order in terms of the provisions of section 454(8)(i) of the Act.
g. 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, is copy of this order being sent to NAVCOM INDUSTRIES LIMITED and all directors/officers in default mentioned herein above also to Office try of the; Regional Director (Western Region) and ministry of Corporate Affairs at New Delhi.
(Mangesh Jadhav, ICLS)
Adjudication Registrar Officer
Registrar of Companies
Maharashtra, Pune
