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TiTRTaFrt GOVERNMENT OF INDIA
mTBtr %Htfnvq MINISTRY OF CORPORATE AFFAIRS
#NI xfqttnvr%nfwr OFFICE OF THE REGISTRAROF COMPANIES
loo. n{qIn",qf\x IT& @{ – 400002 100, “EVEREST”, MARINE DRIVE,
STITV / TELE : 2281 2627, 2281 2645, 2281 MUMBAI - 400 002
3760
Website : www.mca.gov.in
qmul FAX , 2281 1977
e-Mail ID : [email protected]

wqFRKB
No. ROC(M)/RESS-INQ/ADJ-ORDE IVIV2024-25 Date:

VTVTr2 q8 advq@?+q?#IFft af€1fhrv, 20r3 & VTn454 HE

Order for Penalty WIder Section 454 for violation of Section 12 of the Companies
Act, 2013.
IN THE MATTER OF RESS POWER PRIVATE LIMITED
(u40105MH2019Frc330353)

Appointment of Adjudicating Officer: -

1. Ministry of Corporate Affairs vide its Gazette Notification No.

A-42011/112/2014-Ad. II dated 24.03.2015 appointed the undersigned as
Adjudicating Officer in exercise of the powers conferred by section 454 of the
Companies Act, 2013 [herein after known as “The Act"] read with Companies

(Adjudication of Penalties) Rules, 2014 for adjudging penalties under the

provisions of this Act.

Company: -

2. The Company RESS POWER PRIVATE LIMITED (herein after known as

'The Company’) bearing CIN: U40105MH2019FTC330353. The Company

is incorporated on 10.09.2019 under the jurisdiction of ROC, Mumbai under

the provision of The Companies Act, 2013 having its registered office, as
per MCA master data, at address Time Square 7th & 8th Floor CTS 349 &
349-1 W.E Highway Nr Sai Service, Andheri East, Mumbai City, Mumbai,
Maharashtra, India, 400069.

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Relevant Provisions of the Companies Act, 2013

12. Registered Office of Company

(1) A company shall, within thirty days of its incorporation emd at all times dtereafter,
have a registered ofIce capable ofreceiving and acknowledging all comn nut{cadons and

notices as may be addressed to it.

(2) The courTtany shall furnish to the Registrar verifuation of its registered ofrce IOtt}Iin a
•period of thirty days ofits incorporation in such manner as may be prescribed.

(3) Every company shall –

a. paint or aBu its name, and the address ofits registered offIce, and keep the same

painted or a#wed, on the outside of every ofIce 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 lan8zage oy of one of the !an8zages in

general use in that locality, also in the characters of that language or of one of

those languages;

b. have its name engraved in legible characters on its seat, if any.

c. get its name, address of its registered ofIce and the Corporate Identity Number

along roith telephone number, fax number, if any, e-mail and roebsite addresses,

if any, printed in all its business letters, bill}leads, letter papers and in all its
notices cmd other ojfrcial publications; and

d. have its name printed on humiies, promissory notes, bills of exchange and such

other docume7Lts as may be preschbeci:

Provided that to}are a company has changed its name or names during the last tIVO

years, it shall paint or afIX or print, as the case may be, along IOtt}I its name, the former name
or names so changed during the last hoo years as required under clauses (a) and (c):

Provided further that the loomis "One Person Company’' shall be mentioned in brackets

belort1 the rtnme of such conrpany, rohereuer its name is printed, afIxed or engraved.

(4) Notice of every change in the situation of the registered ofIce, verifIed in the manner
prescribed, after the date ofincorporation of the company, shall be given to the Registrar

rvit}lin Been days of the change, lobo shan record the same.

(5) Except on the authority of a special resolution passed by a company, the registered offIce

of the company shall not be changed,

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a. in the case of an existing company, outside the local lindts of any city, fozurz ot

uitInge tvhere such ofIce is situated at the commencement of this Act or ruhe7e
it may be situated later by virtue of a special resolution passed by the company;
arrci

b. in the case of any other company, outside the local limits of any city, tortln or
village ttlhere such an offIce is $rst situated or jtlhere it may be situated later by

virtue of a special resolution passed by the company:

Provided that no company shaH change the place of its registered ofIce )'om the
jurisehcb071 of 07ze Registrar to the jurisdiction of another Registrar uithin the same State

unless such change is confIrmed by the Regional Director on an application made on this behalf

by the company in the prescribed manner.

(6) The con$7mation 7ejerred to in sub-section (5) shall be communicated rtiddn a period

of thirty days from the date of receipt of application by the Regional Director to the
company and the company shall fte the confIrmation roBb the RegistTar roithin a period

of sixty days of the date of con$rmabon lobo shall register the same and cert{by the
registration rtatltin a period of thirty days bum the date offling of such confrmation.
(7) The certifIcate referred to in sub-section (6) shaH be conclusive evidence tltrrt aU the

requirements of this Act to Uk respect to change of registered ofIce in pursuance of sub-

section (5) have been com]3hed roBb and the change shall take e#ect from the date of the
certifIcate .

(8) if any default is made in complying to{th the requirements of this section, the company

and every ofIcer who is in default shall be liable to a penalty of one thousand rupees j07

every day during which the default continues but not exceeding one lakh rupees.

(9) if the Registrar has reasonable cause to believe that the company is not carry ing on any

business or operations, he may cause a physical verijmHon of the registered ofFIce of

the company in such manner as may be prescl+bed and if any default is found to be
made in complying roBb the requirements of sub-section (1), he may roithout prejtlchce

to the provisions of sub-section (8), initiate action for the rentovat of the name of the
company from the register ofcompan{es under Chapter XVIII.

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Facts about the case: -

3. This office has conducted an inquiry u/s 206(4) of the Companies Act, 2013,
following the direction given by the DGCoA, vide its letter CL-I1 08/131/2021-
DGCoA-MCA dated 13.12.2021, to conduct an inquiry against the irregular
functioning of The Company. During the inquiry, it was found that the above
Company is in contravention of Section 12 of the Act. The penalty for the above
said contraventions is to be adjudicated U/s 454 of the Act and Rules made
there under.

4. During the inquiry, the office issued the notice u/s 206(4) of the Act dated
07.02.2022 on registered office the Company, aforesaid notice was returned
Undelivered by Postal Authority, with the mark " Add. left". However, on the
physical verification of the registered office, as per MCA master data, at
address 4th Floor, MBC IT Park, NR Wadawali Police Station Ghodbunder
Road, Kasarwadavli, Thane, Mumbai, Maharashtra, India, 400615, on
29.12.2021, where in it was found that company is not maintaining at the

registered office premises. Thus, there is violation of Section 12 of the Act and
the penalty for the above said contraventions are to be adjudicated U/s 454 of
the Act and Rules made there under.

5. In terms of provisions of Section 12(1) of the Companies Act, 2013, rO

A company shall, within thirty days of its incorporation and at all times thereafter,

have a 7e8{ste7eei ojftce capable ofreceiving and acknotoleeiging all communications and

notices as may be addressed to it and as per Section 12(4) of the Act, (4) Notice of

every change of the situation of the registered ofne, verifIed in the manner prescribed,
after the date of incorporation of the company, shall be given to the Registrar lott}an
$fteen tiny of the change, lobo shall record the sa71te. Thus, as mentioned in para 4

supra the Company failed to maintain its registered office.

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6. Subsequently, this office issued a Show Cause Notice to the Company and its
Officers in default, dated 12.09.2023, under Section 454 of the Companies Act,
2013 for adjudication of offence under Section 12(8) of the Companies Act, 2013.

Reply of the Company: -

7. No reply has been received by this office from the Company and directors.

8. The Show Cause Notice dated 12.09.2023, bearing Consignment No.

EM9623525061N, was sent to the Company. However, it was returned to this
office bearing remark " Address cannot be located". Further, no reply received
from the directors, nor their consignments returned back.

FINDINGS: -

9. The Company has failed to maintain its registered office and failed to inform
any change in the registered offRice pursuant to Section 12 of the Act, thus liable
for penal action u/s 12(8) of the Act. This has been established from the Spot
Office Inspection conducted on 29.12.2021, as well as the receipt back
undelivered of the order u/s 206(4) dated 18.09.2023 with the remark "Address
cannot be located".

10. No Reply has been received from the Company nor the directors to show cause
notice dated 12.09.2023. It is noted that the show cause notice has been
delivered to the Directors as they have not been received back.

11. As per Section 454 of the Companies Act, 2013 read with Rule 3(11) of

Companies (Adjudication of Penalties) Rules, 2014, if the Company and

Officers in default fail to reply or neglect or refuse to appear as required, the
adjudicating officer may pass an order imposing the penalty, in the absence of
such person after recording the reasons for doing so.

12. As per Section 12(8) of the Companies Act,2013 “If any default is made in
complying tIlith the requirements of this section, the company and every ofIcer lobo is

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in default shall be liable to a penalty of one thousand rupees for every day during tV}ItCh

the default conHmus but not exceeding one lakh rupees." . Hence, penalty is being
levied on, HUANG JIANLIANG (Director), SYED SHARIB ABBAS RIZVI
(Director), and PRAKASH KUMAR (Director)

13. As no reply has been received till date and the violation of the said provision

has been established from the point 11 above, the following Order is beng
passed.

ORDER

14. In exercise of the powers conferred on me vide Notification dated 24.03.2015

and having considered the facts and circumstances of the case and after taking
into account the factors mentioned in the relevant Rules, I am of the opinion that

penalty shall be imposed for the default related to non-compliance of section 12

of the Act. The delay, if any, in passing of the order is due to the legal
complexities involved in the matter.

15. Having considered the facts and circumstances of the case and after taking into
consideration the factors above, I hereby impose a penalty of Rs. 1,00,000/-
(Rupees One Lacs only) on Company and its Officer in default, each, as per table
given below for violation of provisions of Section 12 of the Companies Act, 2013.

No. of Penalty imposed on 1 Default continues 1 Total Maximum Penalty

days of Company/ KMP Penalty in (Rs.) (Rs.) Penalty (Rs.) levied in
default (Rs.)

A. Company 1.00,000/

1) HUANG JIANLIANG 622 X 1000 = 622000/- 622000/- 1.00,000/- 1,00,000/

(Director)

2) SYED SHARIB ABBAS 622X 1000 = 622000/- 622000/- 1.00.000/-

RIZVI (Director)

3) P] 622X 1000 = 622000/. 622000/, 1,00.000/ 1.00.000/

D or
24,88,000, 4,00,00 4.00.000

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TOTAL PENALTY PAYABLE: - Rs. 4,00,000/-

(•) The period of violation of provisions under Section 12 of the Companies Act,
2013 is from 29.12.2021 till 12.09.2023 (date of conduct of spot office inspection

till date of issue of SCN). As per signatory details available on MCA21 portal,
the above-mentioned individuals were Officers in default during the period of
violation. The default period is thus calculated to be at a total of 622 days till
12.09.2023.

16. 1 am of this opinion that, the penalty is commensurate with the aforesaid
failure committed by the Noticee.

17. The Noticee shall pay the said amount of penalty through "Ministry of

Corporate Affairs" portal and proof of payment be produced for verification

within 90 days of receipt of this order.

18. Please note that as per Section 454(8)(i) of the Companies Act, 2013, where
Company does not pay the penalty imposed by the Adjudicating Officer or the
Regional Director within a period of ninety days from the date of receipt of the
copy of the order, the Company shall be punishable with fine which shall not
be less than twenty-five thousand rupees, but which may extend to five lakh
rupees.

19. Where an Officer of a Company who is in default does not pay the penalty

withhr a period of ninety days from the date of the receipt of the copy of the
order, such officer shall be punishable with imprisonment which may extend to
six months or with fine which shall not be less than twenty-five thousand
rupees, but which may extend to one lakh rupees, or with both.

20. Therefore, in case of default in payment of penalty, prosecution will be filed

under Section 454(8)(i) and (ii) of the Companies Act, 2013 at your own costs
without any further notice.
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21. Further the company and its officers hereby direct that the penalty amount

shall be remitted from their own sources through MCA 21 ports within 60 days
from the date of receipt of order. The company need to file INC-28 as per the
provisions of the Act, attaching copy of adjudication order along with payment
challans.

22. Appeal if any, against this order may be filed in writing with the Regional

Director, Western Regional, Ministry of Corporate Affairs, within a period of

sixty days from the date of receipt of this order, in Form ADJ setting forth the
grounds of appeal and shall be accompanied by the certified copy of this order.
(Section 454 of the Companies Act,2013 read with the Companies (Adjudicating

of Penalties) Rules, 2014 as amended by Companies (Adjudication of Penalties)

Amendment Rules, 2019.

23. In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication

of Penalties) Rules 2014 as amended by Companies (Adjudication of Penalties)

Amendment Rules, 2019, copy of this order is being sent to the Company and
Noticee/s and also to Office of the Regional Director, Western Region, Ministry
of Corporate Affairs.

(B MISHRA)
Adjudication officer and Registrar of Companies,
Maharashtra, Mumbai.
To,
O (L
1. RESS POWER PRIVATE LIMITED

Registered office- Time Square 7th & 8th Floor CTS 349 & 349-1 W.E
Highway, Andheri East, Mumbai City, Mumbai, Maharashtra, India, 400069

2. HUANG JIANLIANG (Director)

Address: Room 306, Building 27, Changchun Garden, Gongming Town
Gaungming New District Shenzhen Guangdong Shenzhen, China

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3. SYED SHARIB ABBAS RIZVI (Director)
Address: Gaus Nagar Kareli, GTB Nagar, Allahabad, Uttar Pradesh, India-
211016

4. PRAKASH KUMAR (Director)

S/OJAIRAM SINGH, Budhua, Aurangabad, Bihar, India 824111

Copy to: -
THE REGIONAL DIRECTOR (WR) For information. A:i> '
Ministry of Corporate Affairs,
100, Everest building, Marine drive,
Mumbai.

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