Adjudicating Order for Violation of the Provisions of Section 12(3)(c) of the Companies Act, 2013 relating to Registered Office of the Company
Reference of Section of the Act
Section12(3)(c) of the Companies Act, 2013 states that a Company shall, 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.
Facts of the case
During enquiry by the jurisdictional Registrar of Companies on a Company on the order of Ministry of Corporate Affairs, it was observed that the List of Shareholders attached to MGT-7 and Member’s Resolution attached to MGT-14 were not complied with the provisions of section 12(3)(c) of the Companies Act, 2013.
Further, Adjudication notices were issued to the Company and its officers in default for violating the provisions of Section 12(3)(c) of the Companies Act, 2013. But the Adjudication notices were received back undelivered with a postal remark “LEFT”. After that the jurisdictional office of the Registrar of Companies issued a written notice to the Company and its officers in default under section 454(4) of the Companies Act, 2013.
But there was no response within the specified time, nor the Directors or the representatives of the Company appeared on the stipulated date. Also, the written notice issued by the jurisdictional office of the Registrar of Companies to the Company had returned undelivered with a postal remark “LEFT”.
Section 12(8) of the Companies Act, 2013 states that, if any default is made in complying with the requirements section 12, 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.
Penalty Imposed by Registrar of Companies on Company and Officers in Default
The default period of the Company and one of the Director was 536 days and the default period of another Director was 179 days keeping into consideration his date of Appointment as Director in the company.
Further, it was also observed that the Company’s turnover is approx. Rs. 47 crores as per the latest balance sheet filed with the jurisdictional Registrar of Companies, therefore as per Section 2(85) of the Companies Act, 2013 it does not fall under the ambit of “Small Company”. Hence, the provisions of imposing lesser penalty is not applicable on the Company. So, complying with the maximum limit specified under the section 12 (8) of the Companies Act, 2013, company and each director were imposed with the penalty of One Lakh Rupees respectively by the jurisdictional Registrar of Companies.
Section 12 (3)(c) of the Act, 2013 has come into force from 1st April 2014. Hence, as per the provisions of the Act, Companies need to get their business letters, bill heads and letter heads printed or reprinted to incorporate the changes in them, to ensure corporate secretarial compliance.
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