What if any letter remains undelivered to the registered office of the Company

What if any letter remains undelivered to the registered office of the Company. If any letter remains undelivered to the registered office of the company, then it will be considered as a violation of section 12 of the companies Act 2013. Concerned ROC can issue SCN and ask the concerned management to show the reason why company and officers in default should not get penalised for the violation of the abovementioned section.
Section 12. Registered Office of Company

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.

The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.

Every company shall—
1. Paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or ofone of those languages;
2. Have its name engraved in legible characters on its seal, if any.
3. 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; and have its name printed on hundis, promissory notes, bills of exchange and such other documents as may be prescribed:
4. 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.
5. 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.
To know more regarding above mentioned compliance along with the filling with MCA as per section 12 of the companies Act 2013 for maintenance of registered office you can refer this article based on E- Form INC-22.
Facts About of the case:
In Newrise Alayam Groups Private Limited A complaint has received from RBI on 19.02.2024 on collecting unauthorized public deposits by the subject company by promising exorbitant returns and non-repayment of matured deposits. On receipt of the complaint, Registrar of Companies, Chennai had issued notices to the company and its directors under Section 206(1) of the Companies Act, 2013 on 28.02.2024. But the notice issued on 28.02.2024 to the company has returned/undelivered, which denotes that the company is not functioning at its registered address and failed to maintain its registered office as required under Section 12 of companies act, 2013.
Subsequently the Registrar of Companies, Chennai had issued Show Cause Notice to the company and its director as on 12.07.2024.
Mr. Nagarajan Saravankumar Ex-director of the company vide letter dated 29.07.2024 submitted that he was appointed as a director of the company on 04.12.2020 and resigned from the said post w.e.f 02.03.2022. Further, informed that he has filed e-form DIR 11 on16.03.2022 and not responsible for any missions/commission of any of the provisions of the Companies Act, 2013 and its rules made thereunder. No reply or submissions have been received from other directors of the company.
Adjudication of Penalty
It is noticed that the notice issued to the company on 28.02.2024 was returned /undelivered and the company has not submitted any notice to the Registrar regarding shifting of its registered office. Thus, it is evident that the Company and its director have failed to comply with provision of Section 12 of the Companies Act, 2013, thereby attracting penal provisions mentioned under Section 12(8) of the Companies Act, 2013.
After considering facts, circumstances and submissions made by the authorised representative on the behalf of the company, the concerned ROC impose a penalty as prescribed under Sub-section 8 of section 12 of the Companies Act, 2013. The details of the penalty imposed on the company and its directors are shown in the table below:

Company/Directors

Period of default

Per day penalty for default

Total details

Maximum Penalty

Penalty Impose

On Company

269 days

1000

269 *1000

1,00,000

1ST director

269 days

1000

269 *1000

1,00,000

2nd director

269 days

1000

269 *1000

1,00,000

3rd director

269 days

1000

269 *1000

1,00,000

4th director

269 days

1000

269 *1000

1,00,000

5th director

269 days

1000

269 *1000

1,00,000

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 this MCA adjudication order Since the company has not filed its statutory returns since its incorporation, the benefits of small company are not extended to this company while adjudicating the penalty.
CCL Observation: -
The case of Newrise Alayam Groups Private Limited highlights the importance of maintaining a functional registered office as mandated under Section 12 of the Companies Act, 2013. A company must ensure that its registered office is capable of receiving all official communications, and any undelivered notice can be deemed a violation, attracting penalties. Failure to notify the Registrar of Companies (ROC) of a change in the registered office within the prescribed timeframe can lead to severe financial consequences, as seen in this case. Additionally, companies engaged in unauthorized activities, such as collecting public deposits without approval, come under strict regulatory scrutiny from authorities like the RBI and ROC, further increasing compliance risks.
Download MCA Order

If any letter remains undelivered to the registered office of the company, then it will be considered as a violation of section 12 of the companies Act 2013. Concerned ROC can issue SCN and ask the concerned management to show the reason why company and officers in default should not get penalised for the violation of the abovementioned section.

Section 12. Registered Office of Company

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.
The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.

Every company shall—

1. Paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or ofone of those languages;

2. Have its name engraved in legible characters on its seal, if any.

3. 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; and have its name printed on hundis, promissory notes, bills of exchange and such other documents as may be prescribed:

4. 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.

5. 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.

To know more regarding above mentioned compliance along with the filling with MCA as per section 12 of the companies Act 2013 for maintenance of registered office you can refer this article based on E- Form INC-22.

Facts About of the case:

In Newrise Alayam Groups Private Limited A complaint has received from RBI on 19.02.2024 on collecting unauthorized public deposits by the subject company by promising exorbitant returns and non-repayment of matured deposits. On receipt of the complaint, Registrar of Companies, Chennai had issued notices to the company and its directors under Section 206(1) of the Companies Act, 2013 on 28.02.2024. But the notice issued on 28.02.2024 to the company has returned/undelivered, which denotes that the company is not functioning at its registered address and failed to maintain its registered office as required under Section 12 of companies act, 2013.

Subsequently the Registrar of Companies, Chennai had issued Show Cause Notice to the company and its director as on 12.07.2024.

Mr. Nagarajan Saravankumar Ex-director of the company vide letter dated 29.07.2024 submitted that he was appointed as a director of the company on 04.12.2020 and resigned from the said post w.e.f 02.03.2022. Further, informed that he has filed e-form DIR 11 on16.03.2022 and not responsible for any missions/commission of any of the provisions of the Companies Act, 2013 and its rules made thereunder. No reply or submissions have been received from other directors of the company.

Adjudication of Penalty

It is noticed that the notice issued to the company on 28.02.2024 was returned /undelivered and the company has not submitted any notice to the Registrar regarding shifting of its registered office. Thus, it is evident that the Company and its director have failed to comply with provision of Section 12 of the Companies Act, 2013, thereby attracting penal provisions mentioned under Section 12(8) of the Companies Act, 2013.

After considering facts, circumstances and submissions made by the authorised representative on the behalf of the company, the concerned ROC impose a penalty as prescribed under Sub-section 8 of section 12 of the Companies Act, 2013. The details of the penalty imposed on the company and its directors are shown in the table below:

Company/Directors	Period of default	Per day penalty for default	Total details	Maximum Penalty	Penalty Impose
On Company	269 days	1000	269 *1000	1,00,000	1,00,000
1^ST director	269 days	1000	269 *1000	1,00,000	1,00,000
2^nd director	269 days	1000	269 *1000	1,00,000	1,00,000
3^rd director	269 days	1000	269 *1000	1,00,000	1,00,000
4^th director	269 days	1000	269 *1000	1,00,000	1,00,000
5^th director	269 days	1000	269 *1000	1,00,000	1,00,000

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 this MCA adjudication order Since the company has not filed its statutory returns since its incorporation, the benefits of small company are not extended to this company while adjudicating the penalty.

CCL Observation: -

The case of Newrise Alayam Groups Private Limited highlights the importance of maintaining a functional registered office as mandated under Section 12 of the Companies Act, 2013. A company must ensure that its registered office is capable of receiving all official communications, and any undelivered notice can be deemed a violation, attracting penalties. Failure to notify the Registrar of Companies (ROC) of a change in the registered office within the prescribed timeframe can lead to severe financial consequences, as seen in this case. Additionally, companies engaged in unauthorized activities, such as collecting public deposits without approval, come under strict regulatory scrutiny from authorities like the RBI and ROC, further increasing compliance risks.