Introduction: This order details the penalty imposed on Pacelife Marketing Private Limited for failing to maintain a registered office for over 1000 days. The order outlines the relevant sections of the Companies Act, 2013, that were violated, the penalty imposed, and the process for appeal.
Violation: Pacelife Marketing failed to comply with Section 12(1) and 12(4) of the Companies Act, 2013, which mandates companies to have a registered office and notify the Registrar of any changes within 30 days.
Reason for Penalty: The company did not respond to attempts to contact them at their registered office address, and letters sent there were returned undelivered.
Penalty: The company and its directors have been fined ₹1,16,900 each, with the final penalty being reduced by 50% as the company is considered small under Section 446B.
Conclusion: This order emphasizes the legal obligation of companies to maintain a registered office and the consequences of failing to do so. Companies should ensure their registered office is functional and any changes are reported promptly to avoid penalties and legal complications.
Additional Notes:
- The order specifies that the penalty must be paid within 60 days of receiving the order through the Ministry of Corporate Affairs portal.
- The order details the appeal process and potential consequences of non-payment of the penalty.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES,
PUNJAB AND CHANDIGARH,
CORPORATE BHAWAN,
PLOT NO.4-B, SECTOR 27B, CHANDIGARH
PHONE NO.172-2639415,2639416
Order No. ROC CHD/901 Dated: 28/02/2024
ORDER UNDER SECTION 454 FOR VIOLATION OF SECTION 12 OF THE COMPANIES ACT, 2013, READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014
IN THE MATTER OF M/S PACELIFE MARKETING PRIVATE LIMITED
(CIN: U52609PB2017PTC046064)
1. The Ministry of Corporate Affairs vide its gazette notification no.S.O.831(E) dated 24.3.2015, has appointed the undersigned as Adjudicating Officer (AO) in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
Company: –
2. Whereas the Company M/S PACELIFE MARKETING PRIVATE LIMITED (CIN: U52609PB2017PTC046064)) was incorporated on 03/09/1992 having its registered office at Village Khojewal, Distt. Kapurthala, Punjab,144601, India as per data available with MCA website.
Provisions of the Act: –
3. In terms of Section 12(1) of the Act- 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 prescribed.
Section 12(4) of the Act provides that a 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 thirty days of the change, who shall record the same.
AND as per Section 12(8) of the Act- if any default is made in complying with the requirement 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.
Facts about the case: –
4. Wherein this office has sent letters enclosing therewith complaint of Smt. Suman regarding non-payment of entitlements of the distributors and seeking comments/explanations on each point of the allegations along with documentary evidence from the company on 22.06.2021 to its registered office address at Village Khojewal, Distt. Kapurthala, Punjab,144601, India which were received back undelivered on 05.07.2021 with the postal remarks ‘Door Locked ‘. The company or its representatives were not found at its registered office address. This office has issued Show Cause Notice under section 12(8) for the violation of section 12(4) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014 to the company and its directors vide this office letter No. ROC CHD/2023-24/12(8)/46064/546 to 549 dated 04.10.2023. No reply has been received to the Show cause notice sent to the Company and its the Directors. Thus, it is evident that the Company and its Directors have failed to comply with the provision of Section 12(1) & 12(4) of the Companies, Act, 2013, in maintaining registered office of the Company, thereby attracting the penal provisions against the company and officers in default mentioned under section 2(60) of the Companies Act, 2013.
5. Therefore, it is concluded that the company and its officers in default have failed in maintaining the registered office of the company. Therefore, 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. PACELIFE MARKETING PRIVATE LIMITED for 1169 days i.e., with effect from 05.07.2021 (date of return of the letter dated 22.06.2021) to 27.02.2024 (Till this date) in terms of Section 12(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 as:
Nature of Default (1) |
Violations under Companies Act,20 13 (2) |
Name of person on whom penalty imposed (3) |
No. of days of default (4) |
Per day penal ty for default (Rs) (5) |
Total Default amount (Rs) (6) |
Maximum Limit for penalty (Rs) (7) |
Penalty Based on column (6) (Rs) (8) |
Final penalty Imposed-50% being small company u/s. 446B (Rs) (9) |
Non-Maintenance of Registered Office |
Sec.12 |
On Company |
1169 |
1000 |
1169*1000 =1169000 |
1,00,000 |
1,16,900 |
50,000 |
Mr. Arun Kumar |
1169 |
1000 |
1169*1000 =1169000 |
1,00,000 |
1,16,900 |
50,000 |
||
Mr. Harish Kumar Puwar |
1169 |
1000 |
1169*1000 =1169000 |
1,00,000 |
1,16,900 |
50,000 |
I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Noticees and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/income.
6. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.
7. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi, 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 a certified copy of this order. [Section 454(5) & 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
8. 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 fine which shall not be less than twenty five thousand rupees but which may extend to five lakh rupees and 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 but which may extend to one lakh rupees or with both.
9. In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to: – (1.) M/s Pacelife Marketing Private Limited, Village Khojewal, Distt. Kapurthala, Punjab,144601, India, (2.) Mr. Arun Kumar (3.) Jaspal Singh (4.) Mr. Harish Kumar Puwar and (5.) Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi and will also be uploaded on website.
(Kamna Sharma)
Registrar of Companies & Adjudicating Officer
Punjab and Chandigarh
Author Bio
