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The Registrar of Companies, Chennai, has issued an adjudication order under Section 12 of the Companies Act, 2013, imposing penalties on M/s TFT Blockchain Services Private Limited for its failure to maintain a registered office. Here’s a breakdown of the key details and implications of the adjudication:

1. Background: M/s TFT Blockchain Services Private Limited, a registered company under the Companies Act, 2013, failed to comply with the statutory requirement of maintaining a registered office capable of receiving communications and notices.

2. Legal Provisions: Section 12 of the Companies Act, 2013, mandates companies to maintain a registered office and notify the Registrar of Companies of any change in its location within fifteen days. Failure to comply with this provision incurs penalties, as specified under the Act.

3. Inquiry and Notices: Upon receiving a complaint from the Reserve Bank of India (RBI) regarding the company’s abscondence after collecting deposits, the Registrar of Companies initiated an inquiry. Despite issuing notices to the company and its directors, no response was received, indicating non-compliance.

4. Adjudication Hearing: Adjudication hearing notices were served to the company and its directors, providing them an opportunity to present their case. However, they failed to attend the hearings or respond to the allegations of non-compliance. Eventually, an authorized representative appeared before the adjudicating officer and admitted to the violation.

5. Decision and Penalties Imposed: Considering the admission of the violation and the duration of default, penalties were imposed on the company and its directors. As per the provisions of Section 446B of the Companies Act, 2013, the penalties were reduced by 50% due to the company’s status as a small company.

The penalties imposed on M/s TFT Blockchain Services Private Limited and its directors are as follows:

  • Company: Rs. 39,500/-
  • Directors (each): Rs. 39,500/-

The total penalty amount is Rs. 1,18,500/-. Additionally, the company is directed to rectify the default by maintaining its registered office at the designated address and providing necessary documents to the Registrar of Companies within 15 days.

6. Compliance and Appeal Process: The company is required to pay the imposed penalties within 90 days through the specified online portal and furnish proof of payment to the Registrar of Companies. An appeal against the order can be filed with the Regional Director (SR), Ministry of Corporate Affairs, within sixty days.

7. Consequences of Non-Compliance: Failure to comply with the adjudication order may result in further penalties or legal consequences, as specified under Section 454(8) of the Companies Act, 2013. The company and its officers are reminded of their obligations and the repercussions of non-compliance with regulatory requirements.

In conclusion, the adjudication order against M/s TFT Blockchain Services Private Limited emphasizes the importance of maintaining a registered office as required by the Companies Act, 2013. The penalties imposed serve as a deterrent against non-compliance and underscore the regulatory authority’s commitment to upholding corporate governance standards. It is imperative for companies to adhere to statutory obligations and respond promptly to regulatory inquiries to avoid adverse consequences.

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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF COMPANIES, TAMIL NADU, ANDAMAN & NICOBAR ISLANDS, CHENNAI
II FLOOR, C- WING, SHASTRI BHAVAN, 26, HADDOWS ROAD, NUNGAMBAKKAM, CHENNAI- 6

F.NO.ROC/CHN/TFT BLOCK CHAIN/ADJ/S.12/2024 DATE: 8 MAR 2024

ADJUDICATION ORDER UNDER SECTION 12 OF THE COMPANIES ACT, 2013
IN THE MATTER OF M/S TFT BLOCKCHAIN SERVICES PRIVATE LIMITED

1. Appointment of Adjudicating Officer:-

Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Chennai as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.

2. Company: –

Whereas the company viz M/s. TFT Blockchain Services Private Limited with CIN U74999TN2022PTC151261 (herein after referred as ‘ company’ or ‘ subject company’) is a registered company with this office under the Companies Act, 2013 having its registered office as per MCA21 Registry at address No. 715-A,7th Floor, Spencer Plaza, Suite # 364, Mount Road, Anna Road, Chennai, Tamilnadu 600 002. The financial & other details of the subject company as available on MCA-21 portal is stated as under:

S.No. Particulars Details as on F.Y. 2022-23
1. Paid up Capital Rs. 1,00,000/-
2. a. Revenue from Operation Rs.31,11,504/-
b. Other Income NIL
c. Profit for the Period (Rs. 4,77,472)
3. Whether it is a Holding Company No
4. ‘ Whether it is a Subsidiary Company No
5. Whether company registered under Section 8 of the Act? No
6. Whether company is a small company? Yes
7. Whether company registered under any other special Act? No

3. Directors

S.No. Name of Director Default Designation Date of Appointment Date of Cessation
1. Shri. Sundar Raj S Director 19.12.2022 …..
2 Shri. John Charles Ratchaganathan Director 09.04.2022 …..

4. Section and Penal Provision as per Companies Act, 2013

Section 12 of the Companies Act, 2013- Registered Office of Company:

(1) 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.]

(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.

(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. Issue of Adjudication Notice:

Whereas this Adjudicating Authority has received an Email dated 21.06.2023 from RBI wherein alleging that the owners and employees of the company TFT Blockchain Services Private Limited had absconded after collecting deposits. The letters issued to the company by the RBI on were undelivered. Further, requested this office to take necessary action against the defaulters. Upon receipt of the complaint from RBI, the matter has been taken up with the subject company and its directors vide letter dated 19.07.2023. Since, no response received, a reminder has been sent to the company and its directors on 24.08.2023. The letters sent to the company has been returned with postal remarks “Addressee Left “. After that this office has issued Adjudication Notice to the company and its directors vide Notice No. ROC/CHN/Adj/151261/S.12/2023 dated 13.12.2023.

6. Reply of Company and Directors for Adjudication Notice issued:

No reply has been received from the company and its directors.

7. Adjudication Hearing:

i) Since no reply has been received from the company and its directors for the notice dated 12.12.2023, this office had issued Adjudication Hearing Notice to the subject company and directors on 13.02.2024 fixing the hearing date as 20.02.2024 at 12:45 PM. No response received for the hearing notice dated 13.02.2024 and neither the authorized representative of the company nor the Directors attended the hearing on 20.02.2024. Hence, this office fixed another hearing for the said violation on 29.02.2024 at 11:00 AM and served the same through Post and email. Pursuant to the hearing notice issued on 20.02.2024 fixing the date of hearing on 29.02.2024, Shri.Hari Babu Pothapu, CS, authorized representative of the company and its directors has appeared before the undersigned on 29.02.2024 at 11:00 AM and made submissions that ” the said violation may be adjudicated and accepted to pay the penalty as prescribed under Section 12(8) of the Companies Act, 2013″.

(ii) Further Section 446 B of the Companies Act, 2013 states that ” if penalty is payable for non-compliance of any of the provisions of this Act by a One person Company, Small Company, Start-up company or Producer Company or by anu of its Officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be shall be liable to a penalty which shall not be more than one half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and one lakh rupees in case of an Officer who is in default or any other person, as the case may be”.

(iii) As per clause 85 of Section 2 of the Companies Act, 2013, small company means a company whose paid up capital and turn over shall not exceed four crore and rupees forty crore respectively. As per MCA portal paid up capital of the company is Rs. 1,00,000/-and turnover is Rs.31,11,504/- as per the MGT 7A filed by the company with this office for the Financial Year ending 31.03.2023. Therefore, the benefits of small company is extended to this company while adjudicating the penalty.

8. Decision

Whereas Shri.Hari Babu Pothapu CS, Authorized Representative admitted the violation and it is concluded that (i) 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. M/s TFT Blockchain Services Private Limited for 83 days i.e. with effect from the date of Undelivered Notice No ROC/CHN/Adj/151261/S.12/2023 dated 13.12.2023 to 29.02.2024 in terms of Section12(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 shown in the table below:

S.No Company and Officers in default No of days of default Per day penalty for default Total Penalty Maximum Penalty Final Penalty Imposed ­50 % being Small company U/s. 446 B of CA 2013
1. M/s. TFT Blockchain Private Limited 79 days Rs.1000/- Rs.79,000/- Rs.1,00,000/- Rs. 39,500/-
2. Shri. Sundar Raj, S, Director 79 days Rs.1000/- Rs.79,000/- Rs.1,00,000/- Rs. 39,500/-
3. Shri. John Charles Ratchaganathan, Director 79 days Rs.1000/- Rs.79,000/- Rs.1,00,000/- Rs.39,500/-

Therefore, in view of the above said violation, in exercise of the powers vested to the undersigned under Section 454(1) & (3) of the Companies Act, 2013 a penalty of Rs.39,500/- (Rupees Thirty nine thousand five hundred) is imposed on the Company and Rs.39,500/- (Rupees Thirty nine thousand five hundred) is imposed on each of the directors. Totally Rs. 1,18,500/- (Rupees One lakh eighteen thousand five hundred) as penalty amount.

(ii) Further, in exercise of Section 454 (3)(b) of the Companies Act,2013 the subject company is directed to rectify the default by maintaining the registered office of the company at the registered address as required U/s. 12 of the Companies Act, 2013 and also to submit the proofs of maintenance of the registered office including photos / rental agreement and other necessary documents to this office within 15 days from the date of receipt of this order.

9. The said amount of penalty shall be paid through online by using the website mca.gov.in (Misc. head) within 90 days of receipt of this order, and intimate this office with proof of penalty paid.

10. Whereas Appeal against this order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, Tamil Nadu 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 this order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].

11. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order, “(8)(i) Where company fails to comply with the order made under sub­section (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 of a company 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 the receipt of the copy of the order, such officer 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.”

(B. SRIKUMAR, ICLS)
REGISTRAR OF COMPANIES
TAMILNADU, CHENNAI.
ADJUDICATING OFFICER

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