In a recent development, the Ministry of Corporate Affairs (MCA) has imposed a hefty penalty of Rs. 5 lakh on DP Investment Services Private Limited for violating Section 12 of the Companies Act, 2013. The order, issued by the Adjudicating Officer of the Registrar of Companies (ROC) -cum- Official Liquidator (OL) in Odisha, highlights the company’s failure to maintain its registered office, a crucial requirement under the Companies Act.
Background: DP Investment Services Private Limited, with Corporate Identification Number (CIN) U671200R2009PTC011314, is a registered company with its office at Plot No. 481, Saheed Nagar, Bhubaneswar, Odisha: 751007. The violation came to light following a complaint lodged by Shri Harihar Sethi on November 20, 2021. The subsequent proceedings led to the issuance of a Show Cause Notice under Section 206(1) of the Companies Act, 2013, addressed to the company and its directors.
Despite multiple attempts, including sending notices to the registered office, no response was received from the company or its directors. A physical visit to the registered office on May 31, 2023, revealed that the office was locked, with no signboard indicating the company’s details.
Legal Basis:Section 12 of the Companies Act, 2013 mandates that a company must have a registered office capable of receiving and acknowledging all communications. The company is also required to furnish verification of its registered office to the Registrar within thirty days of incorporation.
In this case, it was observed that DP Investment Services Private Limited failed to comply with these requirements from May 16, 2023 (the date of issuance of the notice) to November 30, 2023 (the date of the hearing).
Adjudication and Penalty Imposition: The Adjudicating Officer, after considering the facts, circumstances, and documentary evidence, concluded that the company and its directors violated Section 12 of the Companies Act, 2013. Consequently, a penalty was imposed as follows:
- Company: Rs. 1,00,000 for 197 days of default
- Shri Debasis Panda (Managing Director): Rs. 1,00,000 for 197 days of default
- Shri Arabinda Nayak, Shri Maheswar Tripathy, Shri Pravat Kumar Sahoo: Rs. 1,00,000 each for 197 days of default
The company and its directors were directed to rectify the default immediately and pay the imposed penalties through the Ministry of Corporate Affairs portal.
Appeal and Consequences: The order also stipulates that the company and its directors have the right to appeal against this decision within sixty days from the date of the order. Any appeal must be filed in writing with the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata.
Failure to pay the penalty within the specified time may result in further consequences, as per Section 454(8) of the Companies Act, 2013.
Conclusion: This order serves as a reminder to companies regarding the importance of maintaining a registered office and complying with statutory obligations. The MCA’s stringent actions emphasize the significance of adherence to regulatory requirements, and it underscores the consequences companies may face for non-compliance. It is imperative for businesses to stay vigilant and ensure ongoing compliance with the legal framework governing corporate entities.
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BEFORE THE ADJUDICATING OFFICER
ROC-cum-OL, ODISTTA, CUTTACK
Order No. ROC/Adj.Order/Sec-454/11314/2023/969(6) Dated: 30th November, 2023
ORDER
UNDER SECTION 454 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES
(ADJUDICATION OF PENALTIES) RULES, 2014
DP INVESTMENT SERVICES PRIVATE LIMITED
CIN : U671200R2009PTC011314
Appointment of Adjudicating Officer :-
01. The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad. II dated 24.03.2015 appointed the undersigned as Adjudicating Officer (hereinafter referred to as “the A.0”) in exercise of the powers conferred under Section 454 of the Companies Act, 2013 (herein after known as The Act) read with Companies (Adjudication of Penalties) Rules, 2014.
Company: –
02 DP INVESTMENT SERVICES PRIVATE LIMITED (herein after known as the Company) CIN: U671200R2009PTC011314 is a registered company with the office of the ROC -cum-OL, Odisha and having its registered office address At: Plot No. 481, Saheed Nagar, Bhubaneswar, Orissa: 751007 as per the records maintained by this office in online registry.
Show Cause Notice, Reply and Personal Hearing:
03. On the basis of Complaint dated 20.11.2021 received from Shri Harihar Sethi, a Show Cause Notice under Section 206(1) of the Companies Act, 2013 has been issued to the company and its Directors vide letter No. ROC/Compt/171/ 2023/ 193 dated 16.05.2023. But the Show Cause Notice addressed to the company returned undelivered with Postal Remark “No such persons, RTS”. Further letter issued to the company and 4 directors under section 206(1) of the companies Act, 2023 vide letter No. ROC/Compt/171/2023/678(5) dated 14.09.2023, another letter issued u/s-206(3) of the Companies Act, 2013 vide letter No. ROC/Compt/ 171/ 2023/850(5) dated 02.11.2023 no reply has been received.
04. Further, Shri Trinath Panigrahi JTA of this office had visited, the registered office address of the company on 31.05.2023 At: Plot No. 481, Saheed Nagar, BHUBANESWAR, Khordha, Orissa-751007 and noticed that the office was locked and there was no sign board mentioning the details of the company.
05. As the aforesaid notice/letter addressed to the company was returned undelivered, it is presumed that the company has not maintained its registered office at the recorded address furnished by it and available in MCA21 records. Hence, the Adjudicating Officer issued Show Cause Notice bearing No. ROC/ Sec.454/11314/ 2023/884(5) dated 08.11.2023 under Sub-Rule (2) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for contravention of Section 12(1) of the Companies Act, 2013 to the Company and its directors/officer-in-default viz. (i) Shri Debasis Panda (DIN 022820448 (ii) Shri Arabinda Nayak (DIN 03092525), Shri Maheswar Tripathy (DIN 05357336) and Shri Pravat Kurnar Sahoo (DIN 0537345). In response to this office Show Cause Notice dated 08.11.2023, response has not been received till date either from the above- mentioned company or its directors. In response to this office no communication received either from the company or any of the Directors and the Show Cause Notice addressed to the company returned undelivered with Postal Remark “No such Addressee to 1 and 3 and 2nd one left”.
Provisions of the Companies Act, 2013:
06. Section 12 of the Companies Act, 2013 inter alia provides that:
(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 notices as may be addressed to it.
(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.
(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;
(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 papers and in all its notices and other official publications; and
(d) have its name printed on bandies, 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.
(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.
(5) Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed, —
(a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and
(b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company:
Provided that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner.
(6) The confirmation referred to in sub-section (5) shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company and the company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.
(7) The certificate referred to in sub-section (6) shall be conclusive evidence that all the requirements of this Act with respect to change of registered office in pursuance of subsection. (5) have been complied with and the change shall take effect from the date of the certificate.
(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.
ORDER
07. On the fixed date no one appeared before the Adjudicating Officer and the matter is heard. Having considered the facts, circumstances, and documentary evidence of the case, and after taking into account of the factors above, the A.O. is of the considered view that the company has not maintained its registered office from. 16.05.2023 (date of issuance of the notice) to 30.11.2023 (date of hearing). Hence, the A.0 do hereby impose penalty on the Company and its Directors/Officer-in-Default as per Table below for violating the provisions of Section 12 of the Companies Act, 2013.
|
Violation of the Companies Act, 2013 |
No. of days of Default |
Penalty imposed on Company/ Directors | Penalty amount calculated. (Rs.) | Maximum amount imposed. (in Rs.) |
| Provisions of Section 12 of the Companies Act, 2013 | 197 days* | Upon Company | Rs. 1,000/- x 197= Rs.197000/- | 1,00,000/- |
| Shri Debasis Panda, (DIN 02820448) | Rs. 1,000/- x 197= Rs.197000/- | 1,00,000/- | ||
| (Non- maintenance of Registered Office)
|
|
Shri Arabinda Nayak (DIN 03092525) | Rs. 1,000/- x 197= Rs.197000/- | 1,00,000/- |
| Shri Maheswar Tripathy (DIN 05357336) | Rs. 1,000/- x 197= Rs.197000/- | 1,00,000/- | ||
| Shri Pravat Kumar Sahoo (DIN 0537345) | Rs. 1,000/- x 197= Rs.197000/- | 1,00,000/- |
- No. of days have been calculated from 16.05.2023 (date of issuance of the notice) to 30.11.2023 (date of hearing) (Both days excluded)
08. The company and its directors are hereby directed to rectify the default immediately from the date of receipt of copy of this order.
09. The Penalty imposed shall be paid through the Ministry of Corporate Affairs portal only.
10. Appeal if any against this order may be filed in writing with the Regional Director, Eastern Region, Ministry of Corporate Affairs, Nizam Palace, 3rd Floor, 234/4, A.J.C. Bose Road, Kolkata: 700 020 within a period of sixty days from the date 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].
11. Your attention is also invited to Section 454(8) of the Act regarding consequences of nonpayment of penalty.
Place: Cuttack
Date of Hearing: 30th November, 2023 (not appeared)
Date of Pronouncement: 30th November 2023
(HIMANSHU SHEICHAR )
Adjudicating Officer, Odisha
ROC -cum- OL, Odisha
