Certainly, Section 12 of the Companies Act, 2013 (“Act”) holds significant relevance in the Indian corporate legal framework. This section pertains to the “Registered Office of the Company” and lays down essential provisions that are crucial for the administration, communication, and legal identity of a company.
Section 12 of the Act deals with the registered office of a company, outlining its legal and administrative importance. The registered office is not merely a physical location but serves as a pivotal point of contact for various stakeholders, regulatory authorities, and the public.
Section 12(3) of the Act provides that:
Every company shall—
- 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 of one of those languages;
- have its name engraved in legible characters on its seal, if any;
- 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 hundies, promissory notes, bills of exchange, and such other document as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):
In a recent Adjudication order issued by the Registrar of Companies cum Official Liquidator, Chhattisgarh, in the matter of Mahadeva Vehicles Private Limited, it has been found by the authorities that the said company has failed to print the email id and phone number on the letterhead used for submission of board and extraordinary general meeting resolution along with e-form MGT-14 in compliance with section 12(3)(c) of the Act, thereby violating the said section which attracted penal provisions of Section 12(8) of the Act.
On further inquiry on the said matter, the authorities concluded that the company and its officer in default have not complied with the requirement of section 12(3)(c) of the Act and are liable for penalty as prescribed under Section 12(8) of the Act.
Thus, in view of the foregoing, the Adjudication officer has imposed a penalty of INR 21,000/- each on the company and both directors of the company considering them as officers in default.
In conclusion, Section 12 of the Act, holds immense relevance as it establishes the registered office as the nucleus of a company’s legal identity, communication, and compliance. Therefore, even the smallest information in relation to the registered office of the company is very crucial. The company and its director must ensure that the requirement of the said section should be fulfilled in letter and spirit. Complying with the provisions of this section is not only a legal requirement but also a strategic step towards building a trustworthy and well-regulated corporate entity.