Understand the penalty imposed by ROC for not maintaining a registered office under Section 12 of the Companies Act, 2013. Explore the case of Glonix Electronics, the adjudication order, and the consequences of non-compliance. Expert insights by CS Kanchan Gupta.
Penalty by ROC for not maintaining Registered Office of the Company- Section 12
The matter is related to imposing penalty by ROC for not maintain Registered Office as required under Section 12 of the Companies Act, 2013. Brief details of the same are as follows-
Registrar of Companies – Ministry of Corporate Affairs (ROC COIMBATORE)
Adjudication order: GLONIX ELECTRONICS PRIVATE LIMITED (U74999T72017PTC029652)
Companies Act, 2013:
ADJUDICATION ORDER IN THE MATTER OF GLONIX ELECTRONICS PRIVATE LIMITED
FACTS OF THE CASE
The abovementioned company was in non-compliance of the requirements of section 12(1) of the Companies Act, 2013, which mandates that “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 addressed to it.”
The Adjudication notices issued by ROC to the Company and its directors based on the complaint received by the ROC in CPGRAMS vide registration no DCOYA/E/2023/0000712, which ROC has forwarded to the company, the letter was returned to this office as “No such addressee and return to sender”. However, the said notice also not delivered to the registered office of the company and returned as “Addressee cannot be located/ not known”,
Upon verification from the filings made by the company, the company is a “Small Company” as defined under Section 2(85) of the Companies Act, 2013. Besides it is also noted that the company is a “Start Up Company”.
Thereafter, ROC concluded from the above facts and confirm that the company has not maintained the registered office address under Section 12(1) of the Act. Hence, the provisions of Section 12 of the Companies Act 2013 has been contravened by the Company and therefore it is liable for penalty u/s 12(8) of the Companies Act 2013 .
ADJUDICATION ORDER
After considering the facts and circumstances of the case and after taking into account the provisions of 12(8) of the Companies Act 2013,tThe offence is of a serious nature since non-maintenance of the registered office of the company has placed itself out of reach of stakeholders/regulatory Authorities and others who have an interest in the company.
Reply made by Counsel of Company but not tenable
the reply made by the company vide its letter dated 07.06.2023 is not tenable as proposal to shift the registered office from Salem to Chennai cannot be a valid ground for not maintaining the registered office of the company at a place intimated to this office and the company is legally bound to maintain the registered office at the address until the same is shifted in accordance with the provisions of the Act,
ROC Coimbatore imposed following penalty on officer in default
| Particulars | Penalty Imposed on Company/ Directors | Maximum Penalty Under Section as per Section 12 (8)
|
Penalty under Section 4468 |
| Non-Maintenance of Registered Office U/s 12 of the Companies Act, 2013
|
On Company | 100000 | 50000 |
| Natarajan Anish | 100000 | 50000 | |
| Agalya Kondappan | 100000 | 50000 | |
| Prasad Malcolm Anthony | 100000 | 50000 |
Full Text of the order is as follows:-
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES
TAMILNADU — COIMBATORE
No.7 A G T BUSINESS PARK, PHASE II,
1ST FLOOR, PEELAMEDU,
COIMILATORE – 641014
e-Mail roc.coimbatore@mca.gov.in
Phone — 0422 2628170, 2629640
Fax – 0422 2628089
Ref: ROCCBE/ADJ-O/12/029652/2023
Date: 30.06.2023
Order for Penalty under Section 454 for violation of Section 12 of the Companies Act, 2013 read with the Companies (Adjudication of Penalties) Rules, 2014
IN THE MATTER OF Ws GLONIX ELECTRONICS PRIVATE LIMITED
CIN: U74999TZ2017PTCO29652
Appointment of Adjudicating Officer:
1. Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.lI dated 24.3.2015 appointed undersigned as Adjudicating Officer in, exercise of the powers conferred by Section 454 of the Act, 2013 (hereinafter known .as Act) read with Companies (Adjudication of penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company:
Whereas Company M/s GLONIX ELECTRONICS PRIVATE LIMITED having CIN U74999TZ2017PTCO29652 (Herein after to as “the Company”) is company incorporated under the Companies Act, 2013, and it’s having registered office address No 54, Vanimahal opp, Neduchalai Nagar, Salem, Tamil Nadu, 636005, India.
3. Facts of the case:
Adjudication Notice under Section 454 for the violations of Section 12 (1) of the Companies Act, 2013 were issued vide No. ROCCBE/ADJ-O/12/029652/2023 dated 31.05.2023 to the Company and its three directors in default, viz., 1)NATARAJAN ANISH (DIN: 07957373), 2) AGALYA KONDAPPAN (DIN: 08467109) & 3) PRASAD MALCOLM ANTHONY (DIN: 09460392) to show cause for non-maintaining of Registered office under Section 12 (1) of the Act. The financial & other details of the subject company for immediately preceding F.Y. as available on MCA-21 portal is stated as under
4. The Adjudication notices issued by this office on 31.05.2023 to the Company and its directors based on the complaint received by this office in CPGRAMS vide registration no DCOYA/E/2023/0000712 has been forwarded to the company, the letter was returned to this office as “No such addressee and return to sender”. However, the said notice also not delivered to the registered office of the company and returned as “Addressee cannot be located/ not known”. Hence, the above facts confirm that the company has not maintained the registered office address under Section 12(1) of the Act. .
Provisions of the Companies Act, 2013
5. Sub-Section (1) of Section 12 of the Act provides that 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 addressed to it.
6. Sub-section (8) of Section 12 of the Act provides that 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.
7. Thus, provisions of Section 446B gives overriding effect over sub-Section (8) of Section 12 of the Act. Upon verification from the filings made by the company, the company is a “Small Company” as defined under Section 2(85) of the Companies Act,2013. Besides it is also noted that the company is a “Start Up Company”. Taking these facts into the account, the penal provisions of Section 446B of the Act, is considered for levying “penalty” for violation of Section 12 of the Act and accordingly the order is made hereunder.
ORDER
8. The Company and its Directors have not maintained the registered office of the company pursuant to sub-section (1) of Section 12 of the Act, thereby attracting penal provisions under Sub-Section (8) of Section 12 of the Act. The offence is of a serious nature since non-maintenance of the registered office of the company has placed itself out of reach of stakeholders/regulatory Authorities and others who have an interest in the company.
The object of maintenance of registered office of a company is enable the interested of the public/ investors/ Statutory agencies to access and know that company’s state of Affairs.
9. As per Section 454 read with Rule 3(4) of the Companies Act, 2013 the reply to such notice shall be filed in electronic mode only within the period as specified in the notice. However, the reply made by the company vide its letter dated 07.06.2023 is not tenable as proposal to shift the registered office from Salem to Chennai cannot be a valid ground for not maintaining the registered office of the company at a place intimated –to this office and the company is legally bound to maintain the registered office at the address until the same is shifted in accordance with the provisions of the Act.
10. Having considered the facts and circumstances of the case of default by companies in non-maintenance of Registered Office address of the company and taking into account the factors narrated in Para 9 supra and being a small company under Section 2(85) of the Act, the Adjudicating Officer do hereby impose penalty under Section 446B on Company and its Directors as per Table-1 below for violation of Section 12 (1) of the Companies Act, 2013. The Adjudicating Officer is of the opinion that penalty is commensurate with the aforesaid default committed by the Noticee’s as the noticee’s have returned undersigned as described in para (4) supra which tantamount to noncompliance of Section 12(1) of the Companies Act,2013.
Table-1
| Particulars | Penalty imposed on company/Directors |
Maximum Penalty as per Section 12 (8) of the Act | Penalty Imposed Under Section 446B. |
| Non-Maintenance of registered office U/s 12 of the Companies Act, 2013 – |
On Company | 1,00,000 | 50,000 |
| NATARAJAN ANISH | 1,00,000 | 50,000 | |
| AGALYA KONDAPPAN | 1,00,000 | 50,000 | |
| PRASAD MALCOLM ANTHONY | 1,00,000 | 50,000 | |
| Total | 4,00,000 | 2,00,000 | |
11. The company and its directors are hereby directed to rectify the default immediately from the date of receipt of copy of this order.
12. The Penalty imposed shall be paid through the Ministry of Corporate Affairs portal (www.mca.gov.in under Miscellaneous Fee) only, within a period of ninety days from the date of the receipt of the copy of the order.
13. Appeal, if any against this order may be filed in writing with the Regional Director, Southern Region, Ministry of Corporate Affairs, 5th floor, Shastri Bhavan, 26, Haddows Road, Chennai — 600 006 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 of the Companies Act, 2013 read with the Companies (Adjudicating of Penalties) Rules, 2014).
14. Your attention is also invited to Section 454(8) of the Act regarding the consequences of nonpayment of penalty.
15. In terms of the provisions of sub-Rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, a copy of this order is being sent to the Company and its Directors as mentioned below and Secretary to the Government of India, Ministry of Corporate Affairs, Shastri Bhavan, 5th Floor, A wing, Dr. Rajedraprasad Road, New Delhi – 110001.
(C.S. GOVINDARAJAN)
REGISTRAR OF COMPANIES
TAMILNADU, COIMBATORE
Place: Coimbatore
Dated: 30.06. 2023.
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Author – CS Kanchan Gupta, founder of Saras Juris Law and can be contacted at Info@sarasjurislaw.com or can access at www.sarasjurislaw.com ).
Disclaimer: The entire contents of this document have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information.
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