Failure to maintain Registered office capable of receiving communications: MCA Imposes ₹4 Lakh Penalty
The Ministry of Corporate Affairs (MCA) has taken strict action against M/S. Jansansar Nidhi Limited and its directors for failing to maintain a registered office capable of receiving communications. Here are the key details:
Violation and Penalty:
- The Registrar of Companies, Bihar-cum-Official Liquidator, High Court, Patna, issued a notice under section 206(4) of the Companies Act, 2013, dated 28.07.2023.
- Unfortunately, the letter addressed to the company was returned undelivered with the postal remark “Incomplete Address.”
- Consequently, it is evident that the company failed to maintain its registered office as required by section 12(1) of the Companies Act, 2013.
- The registered office, as notified with the Registrar, was not capable of receiving and acknowledging all communications and notices.
Penalty Imposed:
- In light of the violation, the MCA has imposed a penalty of ₹4 Lakh on M/S. Jansansar Nidhi Limited and its directors.
- This penalty serves as a reminder to all companies and their directors to diligently maintain their registered offices and promptly address communication from regulatory authorities.
Companies and their directors must recognize the importance of maintaining a functional registered office to comply with legal requirements and facilitate effective communication. Neglecting this responsibility can result in severe penalties, as demonstrated in this case.
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Government of India
Ministry of Corporate Affairs
Office of the Registrar of Companies, Bihar
4th Floor, ‘A’ Wing, Maurya Lok Complex
Dakbunglow Road, Patna-800001
(0612)- 2216150/2950121
No.: ROC/ PAT/ SCN/ sec. 12/60752/65
Date: 15.04.2024
Order for penalty for violation of section 12(1) r/w 12(4) of the Companies Act, 2013
M/S. JANSANSAR NIDHI LIMITED
CIN: U65990BR2022PLN060752
Appointment of Adjudication Officer:–
1. The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014- Ad. II dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred under section 454 of the Companies Act, 2013 (herein after known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
Company: –
2. Whereas Company M/s. Jansansar Nidhi Limited, CIN- U65990BR2022PLN060752 (herein after known as Company) is a registered company with this office under the provisions of the companies Act, 2013 (or previous Acts in force, as applicable) having its registered office situated at Village-Dagarua, Tola- Dagarua, Purnia, Bihar, 854326, India as per MCA website.
Facts about the case:–
3. WHEREAS office of the Registrar of Companies, Bihar-cum-Official Liquidator, High Court, Patna, has issued notice u/s. 206(4) of the Companies Act, 2013 dated 28.07.2023 to the company and its directors, the said letter addressed to the company is returned undelivered in this office with postal remarks “Incomplete Address”. Therefore, it appears that the company was not maintaining its registered office as required under section 12(1) of the Companies Act, 2013 and the registered office of the company as notified with the Registrar is not capable of receiving and acknowledging all communications and notices. Hence, it appears that the provisions of Section 12 of the Companies Act, 2013 have been contravened by the company and its officers/managing director and therefore they are liable for penalty u/s 12(8) of the Companies Act, 2013.
4. Sections 12(1), 12(4) and 12(8) are reproduced as under:-
Section 12(1) – “A company shall, on and from the thirtieth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be prescribed”.
Section 12(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 thirty days of the change, who shall record the same”.
Section 12(8) – If any default is made in complying with the requirement 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”.
5. That, this office has issued show cause notice for the violation of section 12 of the Companies Act 2013, vide letter no. ROC/PAT/SCN/Sec.12/60752/ 1432-1435 dated 31.01.2024 to the company and its directors, but no reply has yet been received from them. However, it is observed that the said letter/SCN addressed to the company was delivered to the company on 09.02.2024.
6. Whereas, this office has issued “Notice of hearing” vide letter no. ROC/PAT/SCN/Sec. 12/60752/1943-1946 dated 11.03.2024 to the company and its directors to appear personally or through authorized representative under Rule 3(3) Companies (Adjudication of Penalties) Rules, 2014 on 02.04.2024 at 11.30 AM and also to submit their response, if any, one working day prior to date of hearing, i.e. 01.04.2024, however, the letter addressed to the company was delivered to the company on 21.03.2024.
7. That, on the date of hearing, neither the authorized representative of the company nor the Managing Director/ Officers were present for hearing u/s. 12 of the Companies Act, 2013. Hence, it is concluded that the company and its managing director/officers in default are liable for penalty as per section 12(8) of the Companies Act, 2013 for non-maintenance of registered office of the company till the date 09.02.2024 (date of item delivered to the company).
8. It is seen that, the company being a Nidhi Company does not fall under the definition of small company as per provision of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per section 446B of the Companies Act, 2013 shall not be applicable in this case.
ORDER
9. Having considered the facts and circumstances of the case and after taking into account the factors above I hereby impose a penalty of Rs. 100,000 (One Lakh) on the company and Rs. 100,000 (One Lakh) each on the 3 (three) directors/officers in default of the company as per Table below under section 12(8) of the Act for failure in compliance of section 12(1) and 12(4) of the Companies Act 2013.
| Nature ofdefault |
Violatio n under Compa vies Act, 2013 |
Name of person on whom penalty imposed |
No. of day s of defa ult* | Per day Penalt y for defaul t (Rs.) |
Total Penalty (Rs.) |
Final Penalty Imposed (Rs.) (maximum of one lakh rupees) |
| Register ed office is not capable of receiving commun ications | Section 12(1) of the Compan ies Act, 2013
|
On Company | 194 | 1000 | 194*1000=194, 000 | 100,000 |
| On Shri Vishal Kumar Bishwas | 194 | 1000 | 194*1000=194, 000 | 100,000 | ||
| On Shri Aman Kumar Tomar | 194 | 1000 | 194*1000=194, 000 | 100,000 | ||
| On Shri Rakesh Raushan Kuamr | 194 | 1000 | 194*1000=194, 000 | 100,000 |
[*No of days have been calculated from 31.07.2023 (date of item returned) till 09.02.2024 (date of receipt of item by the company)]
10. The noticee shall pay the amount of penalty individually for the company and its directors (out of own pocket) by way of e-payment (available on Ministry website mca.gov.in) under “Pay miscellaneous fees” category in MCA fee and payment Services within 90 (ninety) days of this order. The Challan/SRN generated after payment of penalty through online mode shall be forwarded to this office.
11. Appeal against this order may be filed in writing with the Regional Director (ER), Ministry of Corporate Affairs, Kolkata, within a period of 60 (sixty) days from the date of receipt of this order, in Form ADJ (available on Ministry website mca.gov.in) setting forth the grounds of appeal and shall be accompanied by a certified copy of this order {Section 454(5) 85454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014).
12.Your attention is also invited to section 454(8) of the Act in the event of non-compliance with this order.
(Aparajit Barua)
Adjudicating Officer &, Registrar of Companies-Cum-
Official Liquidator, Patna
