Penalty imposed on company & directors for not maintaining registered office as per master data

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES
No. 7, 2ND FLOOR, KARUVADIKUPPAM MAIN ROAD, MUTHIALPET, PUDUCHERRY – 605 003.

F. No. ROC/PDY/ Adj/Sec.12/ 01991/2022

Dated: 01 Nov 2022

ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES  ACT 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF  PENALITES) RULES 2014 FOR VIOLATION OF PROVISIONS OF SECTION 12 OF THE  COMPANIES ACT 2013 BY M/S AUROMED HOSPITALS PRIVATE LIMITED

1. APPOINTMENT OF ADJUDICATION OFFICER:

Ministry of Corporate Affairs vide its Gazette Notification No.A-42011/112/2014-Ad.II, dated 24.03.2015 (see S.O. 831(E) dated 24.03.2015) appointed undersigned as Adjudication Officer in exercise of the powers conferred by Section 454 (1) of the Companies Act, 2013 (herein after known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudication penalties under the provisions of this Act.

2. COMPANY:

M/s. AUROMED HOSPITALS PRIVATE LIMITED incorporated on 21.06.2006 under the jurisdiction of Registrar of Companies, Puducherry with the registered office situated at No. 1, Sabthagiri Garden, Solai Nagar Main Road, Muthialpet, Pondicherry, 605003.

3. PROVISIONS OF THE ACT:

• In terms of Section 12(1) of the Act- a company shall, on and from the thirtieth day of its incorporation and at all ties thereafter, have a registered office capable of receiving and acknowledge 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.

4. FACTS ABOUT THE CASE:

• Whereas this office has forwarded complaint to the company and its directors on 30.05.2022. The letter sent to the registered office of the company received back undelivered with postal with postal remarks “No such Addressee”. No response was received from the company and or/its directors officers in default.
• Whereas this office has issued Office Memorandum dated 06.07.2022 stated that “Under Section 12(9) of the Companies Act, 2013 if the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-Section (1), he may without prejudice to the provisions of sub-Section (8), initiate action for the removal of the name of the company from the register of companies under chapter XVIII. The company is ordered for the physical verification of the registration office and the official has been sent for compliance of Section 12(1) & (2) of the Companies Act, 2013″.

Further, the report of the official of this office stated company has not maintained the registered office as per master data. Further, this office has issued Adjudication hearing notice under Section 12(8) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014 to the company and its directors vide this office letter dated 25.07.2022.

• No response was received from the company and or/its directors officers in default. Such default has not been rectified either prior to, or within thirty days of, the issue of the notice by this office.
• In terms of the provisions of Section 454(4) of the Companies Act, 2013, before imposing penalty under Section 454 of the Act for violation of Section 12 of the Act, an opportunity of being heard was given to the company and its officers and accordingly this office has issued notice for hearing dated 25.07.2022 to the company and its officers in default.
• A date of hearing was fixed on 01.08.2022. However, none of the company and / or its representative attended the hearing.

Accordingly I 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:

*(No. of days have been calculated from 30.05.2022 till 01.08.2022 (date of hearing for Non-maintenance of registered office, respectively.)

a. The company and its directors are hereby, directed to pay the penalty amount as per the above table. In case of directors such amount is required to be paid out of his own funds.

b. The company and its directors are hereby directed to rectify the default immediately from the date of receipt of copy of this order.

c. the notices shall pay the said amount of penalty through online by using the website www.mca.gov.in (Misc. head) in, favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, Chennai, payable at Chennai, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.

d. Appeal against order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, 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 the order. (Section 454 (5) & 454(6) of the Act read with Companies (adjudicating of penalties) Rules, 2014.

e. Your attention is also invited to Section 454(8) of the Act in the event of Non­compliance of this order.

(i) Please note that as Section 454 (8) (i) of the Companies Act, 2013, whereas company 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, 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 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 receipt of the copy of the order, such office 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 shall not be less than twenty five thousand rupees but which may extend to one lakh rupees or with both.

(A. GOKULNATH, ICLS)
(ADJUDICATION OFFICER)
REGISTRAR OF COMPANIES,
PUDUCHERRY