Compliance for maintenance of Registered Office as per Section 12

Compliance for maintenance of Registered Office as per Section 12 .  
Section 12 of the Companies Act, 2013 mandates that every company must have a registered office capable of receiving communications and notices. The company must notify the Registrar of its office address within 30 days of incorporation. The company must display its name and address at its office and on all official documents, including business letters, bills, and promissory notes. If the registered office is changed, the company must inform the Registrar within 30 days.
The registered office cannot be moved outside the local jurisdiction without a special resolution, and approval from the Regional Director is required for transfers within the same state. Non-compliance may result in penalties. Specific provisions apply to companies operating within an International Financial Services Centre (IFSC).
Applicable Provisions
The MCA adjudication order involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the adjudication of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (WR), Mumbai, for consideration.
Facts of the Case with ROC and RD 
In Top Telemedia Limited & ORS, ROC vide Adjudication Order dated 04/12/2023 held the Company and its Whole-time Director, who have defaulted liable for penalty under Section 12(8) of the Act from 06/02/2019 to 30/06/2023 for not maintaining the registered office at the then given address of registered office to the Ministry of Corporate Affairs.
The company and its officers have defaulted the provisions of Section 12 of the Act as per Spot Inspection report dt.06/02/2019. Further, the adjudication notice issued to the company was returned undelivered by postal authorities with remark 'Not Known'. Thus, the company and its directors have violated the provisions of Section 12 of the Act and are liable for action under Section 12(8) of the Act.
Considering the fact and circumstances of the case, Registrar of Companies (ROC) imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD) and an opportunity of being heard was given by the RD to appellants on 31/05/2024. The authorised representative stated that he did not find any defect in ROC adjudication order dt. 04/12/2023 but have applied on the ground of bad financial position of the company in order to reduce the penalty amount. The authorised representative stated that: -

Due to unforeseen circumstances and a lack of business activities, maintaining a physical office space has become impractical and financially burdensome for the company.

The company submits that this violation of Section 12 is purely unintentional and incidental, and the company and the directors and officers of the company had no direct and cogent intention to contravene the law, and the default was totally inadvertent and was without any mala fide motive on the part of the company.

Imposed Penalty
Considering all the facts, circumstances and all the submission made by the company, the adjudicating authority had imposed penalty as follows:

No. ofdefault

Penalty imposed on Company / Director (s)

First default (In Rs.)

Default continues (In Rs.)

Total penalty levied (In

Maximum penalty (In Rs.) (450r/w. 446B)

Penalty levied (In Rs.) (450r/w. 446B)

604

WurknetPrivate Limited

10,000

604 x 1000604 x 1000604 x 1000TOTAL

Vivan Puri

10,00010,000

50,000

25,000

Sanjay Dinkar Ramugade

50,000

25,000

Reduction in Penalties, If any
Taking into consideration the Adjudication Order of the Registrar of Companies, Pune, submissions made by the Appellants in their application, further report of ROC, Pune dt.17/05/2024 and, oral submissions of the authorized representative of the company during the hearing, it is observed that:

The appeal has not been filed within the stipulated period of 60 days as provided under Section 454(6) of the Act.

There is no inherent defect in the Adjudication Order dt. 04/12/2023.

ROC, Pune has imposed penalty as per Section 12(8) of Companies Act, 2013.

Any Benefit of Section 446B of Companies Act
Section 446B of the Companies Act, 2013 provides a significant relief mechanism for small companies and start-ups by reducing the penalty burden for certain non-compliances. Under this provision, if a small company or a start-up commits a default for which a penalty is prescribed under the Act, the penalty imposed shall not be more than half of the specified penalty, subject to a maximum limit. In adjudication matter of Top Telemedia Limited & ORS, being a public company does not qualify to claim the benefit under section 446B of the companies Act 2013.
To conclude:
In the adjudication matter concerning Top Telemedia Limited & ORS, it is evident that the company, along with its officers, was found in default for failing to comply with the provisions of Section 12 of the Companies Act, 2013, regarding maintenance of registered office. Despite of various claims made by the authorised representatives, RD confirm the order of ROC as they did not find any merit in their appeal.
 Dowload MCA Adjudication Order

Section 12 of the Companies Act, 2013 mandates that every company must have a registered office capable of receiving communications and notices. The company must notify the Registrar of its office address within 30 days of incorporation. The company must display its name and address at its office and on all official documents, including business letters, bills, and promissory notes. If the registered office is changed, the company must inform the Registrar within 30 days.

The registered office cannot be moved outside the local jurisdiction without a special resolution, and approval from the Regional Director is required for transfers within the same state. Non-compliance may result in penalties. Specific provisions apply to companies operating within an International Financial Services Centre (IFSC).

Applicable Provisions

The MCA adjudication order involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the adjudication of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (WR), Mumbai, for consideration.

Facts of the Case with ROC and RD

In Top Telemedia Limited & ORS, ROC vide Adjudication Order dated 04/12/2023 held the Company and its Whole-time Director, who have defaulted liable for penalty under Section 12(8) of the Act from 06/02/2019 to 30/06/2023 for not maintaining the registered office at the then given address of registered office to the Ministry of Corporate Affairs.

The company and its officers have defaulted the provisions of Section 12 of the Act as per Spot Inspection report dt.06/02/2019. Further, the adjudication notice issued to the company was returned undelivered by postal authorities with remark 'Not Known'. Thus, the company and its directors have violated the provisions of Section 12 of the Act and are liable for action under Section 12(8) of the Act.

Considering the fact and circumstances of the case, Registrar of Companies (ROC) imposed penalties for non-compliance, leading the company to file an appeal before the Regional Director (RD) and an opportunity of being heard was given by the RD to appellants on 31/05/2024. The authorised representative stated that he did not find any defect in ROC adjudication order dt. 04/12/2023 but have applied on the ground of bad financial position of the company in order to reduce the penalty amount. The authorised representative stated that: -

Due to unforeseen circumstances and a lack of business activities, maintaining a physical office space has become impractical and financially burdensome for the company.
The company submits that this violation of Section 12 is purely unintentional and incidental, and the company and the directors and officers of the company had no direct and cogent intention to contravene the law, and the default was totally inadvertent and was without any mala fide motive on the part of the company.

Imposed Penalty

Considering all the facts, circumstances and all the submission made by the company, the adjudicating authority had imposed penalty as follows:

No. ofdefault	Penalty imposed on Company / Director (s)	First default (In Rs.)	Default continues (In Rs.)	Total penalty levied (In	Maximum penalty (In Rs.) (450r/w. 446B)	Penalty levied (In Rs.) (450r/w. 446B)
604	WurknetPrivate Limited	10,000	604 x 1000604 x 1000604 x 1000TOTAL
	Vivan Puri	10,00010,000			50,000	25,000
	Sanjay Dinkar Ramugade	10,00010,000			50,000	25,000
					50,000

Reduction in Penalties, If any

Taking into consideration the Adjudication Order of the Registrar of Companies, Pune, submissions made by the Appellants in their application, further report of ROC, Pune dt.17/05/2024 and, oral submissions of the authorized representative of the company during the hearing, it is observed that:

The appeal has not been filed within the stipulated period of 60 days as provided under Section 454(6) of the Act.
There is no inherent defect in the Adjudication Order dt. 04/12/2023.
ROC, Pune has imposed penalty as per Section 12(8) of Companies Act, 2013.

Any Benefit of Section 446B of Companies Act

Section 446B of the Companies Act, 2013 provides a significant relief mechanism for small companies and start-ups by reducing the penalty burden for certain non-compliances. Under this provision, if a small company or a start-up commits a default for which a penalty is prescribed under the Act, the penalty imposed shall not be more than half of the specified penalty, subject to a maximum limit. In adjudication matter of Top Telemedia Limited & ORS, being a public company does not qualify to claim the benefit under section 446B of the companies Act 2013.

To conclude:

In the adjudication matter concerning Top Telemedia Limited & ORS, it is evident that the company, along with its officers, was found in default for failing to comply with the provisions of Section 12 of the Companies Act, 2013, regarding maintenance of registered office. Despite of various claims made by the authorised representatives, RD confirm the order of ROC as they did not find any merit in their appeal.