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Through this article, We will take you through the mandatory provisions for the company under Section 12(1) & (4) for maintaining the Registered Office of the company throughout the existence and in case of failure at any stage, MCA can penalize the company and officer in default under section 12(8) of the companies Act 2013, Hence Please take care that proper Board also maintained at the Registered office including the delivery of any communication form the government officials.
Applicable Provisions:-
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.
Section 12(1) of the Companies Act, 2013 states that 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 notice as may be addressed to it.
Section 12(4) of the Companies Act, 2013 states that the 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.
Facts of the case:
Registrar of Companies in his order of adjudication has stated that based on a complaint on behalf of some of the members/directors of the company, Registrar of Companies has sent letters seeking explanation/clarification from the company and its directors to the Registered Office notified to the office of the Registrar of Companies but returned undelivered with remarks "Left".
Further, Adjudication notices were issued to the Company and its officers in default for violating the provisions of Section 12(1) r/w. section 12(4) 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”.
Penalty Provision
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
Taking into consideration the facts of the appeal and submissions made by the authorized representative, the penalty imposed by Registrar of Companies is reduced.
|
Violation of section |
Penalty imposed on company/ directors |
Penalty imposed by ROC |
Revised penalty imposed by RD |
|
Sec. 12 of the Companies Act, 2013 |
Company |
1,00,000 |
20,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Director |
1,00,000 |
10,000 |
|
|
Total |
12,00,000 |
1,30,000 |
Exemption to Startup/ Small Company/OPC under section 446B:
As per sec. 446B of the Companies Act, 2013, 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 any 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.
In this case, Section 446B does not apply, as the company does not meet the criteria.
Conclusion
It is mandatory for companies to comply with the mandatory provisions under Section 12 of the Companies Act, 2013, regarding the maintenance of a registered office. Failure to maintain this registered office and adhere to Section 12(1) and Section 12(4) can lead to significant penalties under Section 12(8), as highlighted in this MCA Adjudication case.
The penalties imposed by the Registrar of Companies can reach up to one lakh rupees for both the company and its officers. Therefore, companies must ensure that their registered office is capable of receiving official communications at all times, and that the proper signage and contact information are displayed as required by law. By doing so, businesses can avoid costly legal repercussions and maintain compliance with MCA regulations.
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