[Opinion] Can RoC initiate action against Co. when letter sent to registered address was returned?

[2022] 142 taxmann.com 504 (Article)

1. Registered office of a company

Registered office of a company is the main office of a company and all official communication pertaining to a company is being to the company by the Governmental Departments. Every company, at the time of incorporation of a Company.

Is mandatorily have to declare the company’s registered office and also submit documentary evidence supporting the existence of the registered office to the Registrar of Companies. Once the company is incorporated and the registered office of a company is required to be declared / intimated to the Registrar of Companies by filing e-form INC-22. Any changes which takes place in the registered office also required to be intimated to the Registrar office of the Companies.

Readers may also make a note that the registered office is where all communications and notices related to the company are delivered by various government entities since the registered office of a company is also known as its principal place of business to maintain all necessary documents. As per section 12 of the Companies Act 2013, the company shall have to maintain its registered office and it must be capable of receiving and acknowledging all communications and notices.

2. An interesting question

The provisions of the Companies Act 2013, states that the company must have its registered office and such office is required to be maintained that the registered office must be capable of receiving and acknowledging receipt of all communications and notices sent to them. An interesting question arises at this juncture, as to whether the regulator could initiate penal action against the company and its officers, if the communication sent to the registered office does not get delivered and returned back by the postal authorities for some reasons.

The answer to this question seems to be positively a big “YES” as there has been couple of cases where adjudication orders have been passed by the Registrar of Companies for such non-delivery of communications. We can go through one of the decided cases on this matter to understand the regulatory action arising on this matter in respect of one of listed entity.

3. The relevant case law on this matter

We shall go through a case relating an adjudication order passed by the Registrar of Companies, Gujarat, Dadra & Nagar Haveli on 12th September 2022, in the matter of M/s. Asian Petro Products and Exporter Limited – a listed company – Adjudication order No. ROC-GJ/2021-22/ Presha Metallurgical / ADJ. 4330 – 4337, under section 454 of the Companies Act 2013 read with Companies (Adjudication of Penalties Rules 2014 and Companies (Adjudication of Penalties Amendment Rules 2019 for violation of section 12 (1) of the Companies Act in the in the matter of.

4. Details of the company

M/s. Asian Petro Products and Exporter Limited incorporated on 26th November 1991 having its registered office at 4, Suwernapuri Society, Near Jetalpur, Alakapuri, Vadodara, and Gujarat. The company falls under the jurisdiction of Registrar of Companies is of Gujarat and the Registrar of Company is situated at Ahmedabad. The company is engaged in the manufacturing of chemicals based on Ethylene Oxide. The company is having four directors on its board.

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