What if letter is undelivered at company’s registered office?

What if letter is undelivered at company’s registered office?. If any department like RBI, EPFO and any other department is sending any letter or notice to the company on its registered office, and it remain undelivered. It could create problem for both company and the officers of the company. This article elaborate the same kind of instance.
As per legal provision of companies Act 2013, A Company as per section 12 (1) 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.
Further, section 12 (4) of the companies Act ,2013 states that 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 thirty days of the change, who shall record the same.
In case of any default is made in complying with the requirement of this section then section 12 (8) states that 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.
Facts About of the case: 
In Moonlight Associates Limited ROC directed to conduct the inquiry under section 206 of the companies Act. During the course of inquiry, it was observed and stated in inquiry report that-I' The present address of the company is at "66, J. S. Complex, G. S. Road, Ulubari, Guwahati781007, Kamrup, Assam".
“The query letter dt 12.12.2022 issued to the company by this office for calling for information Ll/s. 206(1) was returned with Postal remarks "Addressee left”. It denotes that the company has not maintained the registered office on the above address. Therefore, the company and its directors have violated section 12 of the Companies Act, 2013.”
Further, the company and its directors have not submitted any reply to the notices of this office, and it indicates that the company has nothing to say in this matter. Therefore, penal action may be initiated against the company and its directors as per Section 12(8) of the Companies Act, 2013."
Registrar of Companies had issued notice of hearing vide dated 26.02.2024 by fixing the hearing on 12.03.2024 at 11:00 am. The authorised representative on the behalf of the company has stated that the: -
“The alleged non-compliance was due to the reason that company was directed by the Landlord where registered office of the company was situated to vacate the office. The eviction was due to the company's inability to pay rent which was direct consequence of the operational halt of the company following the directions given by Central Bureau of Investigation(CBI) to the banks for freezing the Bank Accounts of the company Subsequently Securities Exchange Board of India (SEBI) also initiated an enquiry/examination on the matter based on the material available on record, including the filings made by the company with the ROC as available in MCA-21 Portal. Since the initiation of the enquiry by the Central Bureau of Investigation and Securities Exchange Board of India (SEBI) there was an operational halt of the company's business resulting in non-compliance of the provision of the Section 12(1) of the Companies Act,2013.”
Adjudication of Penalty
Having considered the facts and circumstances of the case and after taking into accounts the factors above, the undersigned has reasonable cause to believe that the provision of section 12 have not been complied with by the company and its officers in default and therefore liable for penal action under section 12(8) of the Companies Act,2013. Thus, concerned ROC impose the following penalty on the company and its officer in default for violation of section 12 of the Companies Act,2013.

Company/Officers to whom penalty imposed

No of delays default

Total penalty

Maximum penalty

Penalty Imposed

Company

787*1000 =7,87,000

7,87,000

1,00,000

On director

787*1000 =7,87,000

7,87,000

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 the company being a public company does not attract provision of lesser penalty as provided under Section 446(B) of the Companies Act, 2013.
Findings:
The case of Moonlight Associates Limited highlights the importance of maintaining a functional registered office as per Section 12 of the Companies Act, 2013. The company failed to receive official communications, leading to a violation and penalties for both the company and its directors. Despite citing financial and operational hardships due to CBI and SEBI actions, the authorities held the company accountable for non-compliance. Additionally, the relief under Section 446B was not applicable as the company was a public entity. This case underscores the necessity for timely updates of registered office details to avoid penalties
Download ROC Order

If any department like RBI, EPFO and any other department is sending any letter or notice to the company on its registered office, and it remain undelivered. It could create problem for both company and the officers of the company. This article elaborate the same kind of instance.

As per legal provision of companies Act 2013, A Company as per section 12 (1) 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.

Further, section 12 (4) of the companies Act ,2013 states that 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 thirty days of the change, who shall record the same.

In case of any default is made in complying with the requirement of this section then section 12 (8) states that 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.

Facts About of the case:

In Moonlight Associates Limited ROC directed to conduct the inquiry under section 206 of the companies Act. During the course of inquiry, it was observed and stated in inquiry report that-I' The present address of the company is at "66, J. S. Complex, G. S. Road, Ulubari, Guwahati781007, Kamrup, Assam".

“The query letter dt 12.12.2022 issued to the company by this office for calling for information Ll/s. 206(1) was returned with Postal remarks "Addressee left”. It denotes that the company has not maintained the registered office on the above address. Therefore, the company and its directors have violated section 12 of the Companies Act, 2013.”

Further, the company and its directors have not submitted any reply to the notices of this office, and it indicates that the company has nothing to say in this matter. Therefore, penal action may be initiated against the company and its directors as per Section 12(8) of the Companies Act, 2013."

Registrar of Companies had issued notice of hearing vide dated 26.02.2024 by fixing the hearing on 12.03.2024 at 11:00 am. The authorised representative on the behalf of the company has stated that the: -

“The alleged non-compliance was due to the reason that company was directed by the Landlord where registered office of the company was situated to vacate the office. The eviction was due to the company's inability to pay rent which was direct consequence of the operational halt of the company following the directions given by Central Bureau of Investigation(CBI) to the banks for freezing the Bank Accounts of the company Subsequently Securities Exchange Board of India (SEBI) also initiated an enquiry/examination on the matter based on the material available on record, including the filings made by the company with the ROC as available in MCA-21 Portal. Since the initiation of the enquiry by the Central Bureau of Investigation and Securities Exchange Board of India (SEBI) there was an operational halt of the company's business resulting in non-compliance of the provision of the Section 12(1) of the Companies Act,2013.”

Adjudication of Penalty

Having considered the facts and circumstances of the case and after taking into accounts the factors above, the undersigned has reasonable cause to believe that the provision of section 12 have not been complied with by the company and its officers in default and therefore liable for penal action under section 12(8) of the Companies Act,2013. Thus, concerned ROC impose the following penalty on the company and its officer in default for violation of section 12 of the Companies Act,2013.

Company/Officers to whom penalty imposed	No of delays default	Total penalty	Maximum penalty	Penalty Imposed
Company	787*1000 =7,87,000	7,87,000	1,00,000	1,00,000
On director	787*1000 =7,87,000	7,87,000	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 the company being a public company does not attract provision of lesser penalty as provided under Section 446(B) of the Companies Act, 2013.

Findings:

The case of Moonlight Associates Limited highlights the importance of maintaining a functional registered office as per Section 12 of the Companies Act, 2013. The company failed to receive official communications, leading to a violation and penalties for both the company and its directors. Despite citing financial and operational hardships due to CBI and SEBI actions, the authorities held the company accountable for non-compliance. Additionally, the relief under Section 446B was not applicable as the company was a public entity. This case underscores the necessity for timely updates of registered office details to avoid penalties