Wrong Address on Form PAS-3/SH-7 & Financials: MCA Imposes Rs. 3 Lakh Penalty

The recent adjudication order issued by the Registrar of Companies, Maharashtra, Pune, sheds light on penalties imposed on Longcheng Composites Private Limited for discrepancies in its registered office address. Under Section 12(3)(c) of the Companies Act, the company and its officers are held accountable for violations related to the incorrect address mentioned on Form PAS-3, Financial Statements, and Form SH-7.

The adjudication order highlights the violations committed by Longcheng Composites Private Limited concerning its registered office address. Despite statutory obligations to maintain an accurate and updated address, the company failed to comply with the requirements outlined in Section 12(1) and 12(3)(c) of the Companies Act.

An inquiry conducted by the adjudicating officer revealed discrepancies in the registered office address mentioned in various documents, including Form PAS-3, Financial Statements, and Form SH-7. Such inaccuracies not only violate legal provisions but also raise concerns regarding transparency, communication, and regulatory compliance.

The order specifies the duration and erroneous addresses mentioned by the company, indicating a pattern of non-compliance over a considerable period. Furthermore, despite providing the company with an opportunity to rectify the errors and respond to the allegations, the response received was deemed unsatisfactory, necessitating adjudication proceedings.

Penalties amounting to Rs. 1,00,000 each were imposed on Longcheng Composites Private Limited, Rajesh Bhagwant Kudale, and Chao Tan, taking into account the duration of default and provisions of the Companies Act.

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OFFICE OF THE
REGISTRAR OF COMPANIES
MAHARASHTRA, PUNE
MINISTRY OF CORPORATE AFFAIRS
GOVERNMENT OF INDIA

Order No. ROCP/ADJ/Sec-12/JTA(B)/24-25/17/434 to 437 Dated: 28 May 2024

ADJUDICATION ORDER

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Adjudication Order of penalties in the matter of LONGCHENG COMPOSITES PRIVATE LIMITED (U25190PN2019FTC183423) under Section 454(3) read with 12(3)(C) of The Companies Act, 2013 read with rule 3(2) Of Companies (Adjudication Of Penalties), 2014 As Amended in Amendment Rules, 2019 of the Companies Act, 2013

Please Read:

• Companies (Adjudication Of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties) Amendment Rules, 2019 (G. S. R.131(E) ).
• Provisions of Subsection (3) and (8) of Section 12 of the Companies Act, 2013.
• Gazette Notification of Ministry of Corporate Affairs vide No. A-42011/112/2014-Ad.11, dated 24.03.2015 (see SO 831(E), dated 24.03.2015)
• Companies (Amendment) Act, 2019.
• General Circular No. 1/2020 dated 02.03.2020.

In respect of:

Longcheng Composites Private Limited having CIN U25190PN2019FTC183423 is a company governed by the provisions Act and registered with this office having its office – PAP-K-1/1, 1/2 Chakan MIDC Phase 2, Khed, Pune, Maharashtra,410501, India.

1. Appointment of Adjudicating Officer:

Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E), dated 24.03.2015) appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (herein after known as Act) r/w Rule 3(1) of Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act. The undersigned vide Companies (Amendment) Act, 2019 is entrusted to adjudicate penalties under Section 12 of the Companies Act, 2013.

2. Company:

Longcheng Composites Private Limited (U25190PN2019FTC183423) (herein after referred as Company) is a registered company with this office pursuant to sub-section (2) of section 7 of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014 having its registered office as per MCA21 Registry at address”PAP-K-1/1, 1/2 Chakan MIDC Phase 2, Khed, Pune, Maharashtra, 410501, India.”

3. Relevant provisions of the Companies Act, 2013:

Section 12(1) 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,-

Section 12(3)(c) of the Act provides that Every company shall—(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.

Section 12(8) 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;

4. Facts about the Case:

a) An Inquiry into the affairs of the company was conducted by the JO and during the Inquiry and examination of records it has been observed that the: Registered office of the company along with duration are mentioned below:

a. Attachments to form PAS-3 filed vide R78307550 dated 28.12.2020 contain the wrong registered office address.

b. Financial Statements for Financial Year 2019-20 of the company state on the letter head wrong Registered Address of the company.

c. Attachments to form SH-7 filed vide R75125302 dated 15.12.2020 contain the wrong registered office address.

Hence, the company and directors have violated provisions of section 12(3)(c) of the Companies 2013 and are liable for action under section 12(8) of Act.

b) A reasonable opportunity was given to the company and its directors vide order under section 206(4) of the Companies Act, 2013 vide letter no. ROCP/INQ/2021/1982 to 1983 dated 11.02.2022. However, the reply submitted by the Company was not satisfactory and the competent authority has directed to adjudicate the matter.

c) Accordingly, the adjudication officer has issued adjudication notice vide No.ROCP/ADJ/Sec-12/JTA(B)/23-24/17(iv)/ 2783 to 2785 dated 31.03.2024 (herein after referred as Adjudication Notice) under Section 454(4) read with 12(3)(c) of the Companies Act, 2013 read with Rule 3(2) Of Companies (Adjudication of Penalties), 2014 as amended in Amendment Rules, 2019, to the company and its officers in default for the violation of the provisions of the act as mentioned in para “a” & “b” above;

d) No reply to the Adjudication notice has been received from the company or any of the directors,

e) Hence, as the said violation has already been concluded by JO during the course of Inquiry :- no further hearing in physical is required to ascertain the violation of the said section.

Furthermore, the Noticee(s) are at liberty to file appeal against this order as per Para. 5.(e) of this order. Hence the Order-

5. ORDER:

a. The applicant company and its officers, who have defaulted the provisions of section 12(3)(c) of the Act as under-.

As per examination of records it has been observed that the:

a. Attachments to form PAS-3 filed vide R78307550 dated 28.12.2020 contain the wrong registered office address.

b. Financial Statements for Financial Year 2019-20 of the company state on the letter head wrong Registered Address of the company.

c. Attachments to form SH-7 filed vide R75125302 dated 15.12.2020 contain the wrong registered office address;

b. In exercise of the powers conferred on the undersigned vide Notification dated 24th March, 2015 and after taking into account the factors mentioned herein above, I do hereby impose the penalty on the company and its officers in default pursuant to Rule 3(12) of Companies (Adjudication Of Penalties) Rules, 2014 and the proviso of the said Rule and Rule 3(13) of Companies (Adjudication Of Penalties) Rules, 2014 r/w General Circular No. 1/2020 dated 02.03.2020; as per table below for violation of section 12(3)(c) of the Act:-

(* No of days have been calculated from 10.04.2019 (The date of Incorporation) to till date of Filling Form PAS-3 vide SRN R78307550, i.e.,28.12.2020)

c. I am of the opinion that the penalty so imposed is commensurate with the aforesaid failure committed by the notice(s). The delay in issuance of order is on account of other admin work.

d. The Noticee(s)/applicant(s) shall pay the penalty so imposed through Ministry of Corporate Affairs portal only as per rule 3(14) of Companies (Adjudication of Penalties) Rules, 2014.

e. Appeal against this order may be filed under section 454(5) of the Act, in writing with the Regional Director (Western Region), Ministry of Corporate Affairs 100, Everest, 5th Floor, Netaji Subhash Road, Marine Drive, Mumbai-400002, 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 Act read with Companies (Adjudication of Penalties) Rules, 2014 as emended by Companies (Adjudication of Penalties) Amendment Rules, 2019.

f. Your attention is also invited to section 454(8)(ii) of the Act regarding. consequences of non-payment of penalty within the prescribed time limit of 90 days from the date of the receipt of copy of this order in terms of the provisions of section 454(8)(i) of the Act.

g. 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 to Longcheng Composites Private Limited and all directors/officers in default mentioned herein above and also to Office of the Regional Director (Western Region) and Ministry of Corporate Affairs at New Delhi.

(Mangesh Jadhav, ICLS)
Adjudicating Officer
Registrar of Companies
Maharashtra, Pune