Violation of Section 12 of the Companies Act 2013 for Registered Office

Violation of Section 12 of the Companies Act 2013 for Registered Office. In this article, we will take you through the mandatory Section 12(3)(c) of the Companies Act, 2013 mandates that every company must have its name, address of its registered office, Corporate Identity Number (CIN), along with telephone number, fax number (if any), email, and website addresses (if any) printed on all business letters, billheads, letter papers, notices, and other official publications. This ensures transparency and proper identification of the company in all official communications as demonstrated in the case of Astrasage Software Solutions Private Limited.
Applicable Provisions
The case involves an appeal under Section 454(5) of the Companies Act, 2013, concerning the MCA adjudication of penalties. The relevant rules include the Companies (Adjudication of Penalties) Rules, 2014. The matter was brought before the Regional Director (ER), Hyderabad, for consideration.
Facts of the Case with ROC and RD
In Astrasage Software Solutions Private Limited file an appeal against the ROC order of 09.08. 2023.This leads to filling an appeal before the then RD in the subject matter on 01.02.2024 and after hearing the said authorised representative and after considering the facts, the RD has reduced the penalty amount to 50%
Further a letter dated 08.02.2023 received from the company stating that the Company’s insolvency renders it incapable of remitting even the reduced penalty and requested to set aside the order passed by the ROC dated 09.08.2023 and order passed by the RD on 01.02.2024.
Further, the appellants have submitted a copy of an appeal dated 28.02.2024 addressed to Hon’ble NCLT, Hyderabad Bench against the appeal order of the RD, SER, Hyderabad.              
In the view of the above request of the appellants, an opportunity of being heard was given to the authorised representative on 21.06.2024 and on the date one of the directors appeared and requested to further request reduce the penalty. The undersigned has informed the authorised representative that the matter has already been decided by the then RD on 01.02.2024 and that since the matter has reached a finality the same cannot be re-opened, as requested by the applicant and the undersigned had directed the applicant to comply the order passed by the then RD on 01.02.2024.
Since the appeal filed by the appellants stand disposed of, the concerned ROC is hereby directed to take necessary action against the company and its officers in default for violation of Section 454 of the companies Act, 2013.
Imposed Penalty
The ROC after considering the fact and circumstances of the case levied penalties. The penalty amount was determined based on the failure to comply with the relevant legal requirements. Though concerned ROC impose penalty as per the relevant provisions of section 203 of the 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 the adjudication matter of Astrasage Software Solutions Private Limited company do not fall under the criteria of small company.
Our Observation: -
In conclusion, the appeal under Section 454(5) of the Companies Act, 2013, was carefully examined by the Regional Director, considering the submission made by the appellant authority and the circumstances surrounding its non-compliance with Section 12 and confirm the order of ROC. This case signifies the importances of strict adherence to corporate compliance requirements while also recognizing the need for a balanced approach in adjudicating penalties, considering the financial and operational realities of the company.
Download MCA Adjudication Order

In this article, we will take you through the mandatory Section 12(3)(c) of the Companies Act, 2013 mandates that every company must have its name, address of its registered office, Corporate Identity Number (CIN), along with telephone number, fax number (if any), email, and website addresses (if any) printed on all business letters, billheads, letter papers, notices, and other official publications. This ensures transparency and proper identification of the company in all official communications as demonstrated in the case of Astrasage Software Solutions Private Limited.

Applicable Provisions

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

Facts of the Case with ROC and RD

In Astrasage Software Solutions Private Limited file an appeal against the ROC order of 09.08. 2023.This leads to filling an appeal before the then RD in the subject matter on 01.02.2024 and after hearing the said authorised representative and after considering the facts, the RD has reduced the penalty amount to 50%

Further a letter dated 08.02.2023 received from the company stating that the Company’s insolvency renders it incapable of remitting even the reduced penalty and requested to set aside the order passed by the ROC dated 09.08.2023 and order passed by the RD on 01.02.2024.

Further, the appellants have submitted a copy of an appeal dated 28.02.2024 addressed to Hon’ble NCLT, Hyderabad Bench against the appeal order of the RD, SER, Hyderabad.

In the view of the above request of the appellants, an opportunity of being heard was given to the authorised representative on 21.06.2024 and on the date one of the directors appeared and requested to further request reduce the penalty. The undersigned has informed the authorised representative that the matter has already been decided by the then RD on 01.02.2024 and that since the matter has reached a finality the same cannot be re-opened, as requested by the applicant and the undersigned had directed the applicant to comply the order passed by the then RD on 01.02.2024.

Since the appeal filed by the appellants stand disposed of, the concerned ROC is hereby directed to take necessary action against the company and its officers in default for violation of Section 454 of the companies Act, 2013.

Imposed Penalty

The ROC after considering the fact and circumstances of the case levied penalties. The penalty amount was determined based on the failure to comply with the relevant legal requirements. Though concerned ROC impose penalty as per the relevant provisions of section 203 of the 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 the adjudication matter of Astrasage Software Solutions Private Limited company do not fall under the criteria of small company.

Our Observation: -

In conclusion, the appeal under Section 454(5) of the Companies Act, 2013, was carefully examined by the Regional Director, considering the submission made by the appellant authority and the circumstances surrounding its non-compliance with Section 12 and confirm the order of ROC. This case signifies the importances of strict adherence to corporate compliance requirements while also recognizing the need for a balanced approach in adjudicating penalties, considering the financial and operational realities of the company.