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/AXIS PIGMENTS /PENALTY ORDER/ 1242-1245 Dated: 16th March, 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 FOR VIOLATION OF SECTION 12(3)(a) OF THE COMPANIES ACT,2013 IN THE MATTER OF AXIS PIGMENTS PRIVATE LIMITED U45201DL2006PTC147950
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No A-42011/112/2014-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 AXIS PIGMENTS 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 70 Golf Links, New Delhi-110003 as per the MCA website. The financial Et other details of the subject company for immediately preceding F.Y. as available on MCA-21 portal is stated as under: –
3. Facts about the Case:
Whereas direction was received from RD(NR) to initiate action u/s 12 of the Companies Act, 2013 in pursuance to the violation as pointed out by the Inspection officer (1.0) in his / her report submitted under section 206 of the Companies Act, 2013. During inspection, the 1.0 physically visited the registered office of the company on 09.08.2019 and found that company had not affixed or paint its name in conspicuous position accordance to the provisions of Section 12(3)(a) which shows that company has made the violation of section 12(3)(a) of the Companies Act, 2013.
In reference to the complaint, SCN was issued by this office and was sent to the company and its officers in default on 09.02.2023 through speed post. As per postal tracking, SCN was delivered to the company and its directors. However, in response to SCN director Sh.Rajesh Sharma replied vide its letter dated 17.02.2023 stating that company is law abiding company and admitted that on the date of Inspection by 10 on 09.08.2019 the board of the company was not fixed, which proves that Company has violated the provision of Section 12(3)(a) of the Company Act, 2013.
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 paper 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 from reply of the Company it is evident that the company has violated section 12(3)(a) of the Companies Act, 2013 for the day i.e. 09.08.2019 on which 10 has visited the registered office of the company.
In terms of para 2 of this order, the company satisfied the requirement of a small company U/s 2(85) of the Companies Act, 2013 therefore the amount of penalty as provided under sub section (8) of Section 12 is reduced to half and is leviable on the company and its two directors namely Sh. Aditya Kumar Sarda and Sh. Rajesh Sharma. The following is the calculation of Penalty:-
|
A ‘ |
B | C | D |
| S. No | Particulars | Amount of Total Penalty as prescribed under section 12(8) of the Companies Act, 2013 | Actual penalty to be levied as per section 12(8) read with section 446(b) on small company i.e., not more than half of the total penalty prescribed in relevant section |
| 1 | AXIS PIGMENTS PRIVATE LIMITED | 1,000/- | 500/- |
| 2 | ADITYA KUMAR SARDA | 1,000/ | 500/- |
| 3 | RAJ ESH SHARMA | 1,000/- | 500/- |
6. The noticees shall pay the said amount of penalty as mentioned in column D above through online mode by using the website www.mca.gov.in (Misc. head) in favor of “Pay a Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, ad 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. The company and its directors are hereby directed to rectify the default immediately on the date of receipt of copy of this order and file a e-form to record / register the details of the new registered office of the Company.
8. 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) a 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
9. Your attention is also invited to section 454(8) of the Act in the event of non-payment of penalty within the prescribed time limit.
’10. 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) ICLS
Adjudicating Officer Et Registrar of Companies
NCT of Delhi Ex Haryana
