Company’s Address Missing in Form INC-22A Photo: MCA imposes Penalty

Company not painted or Affixed Address of Registered Office in Photo attached to Form INC-22A: MCA Imposes Penalty

The Ministry of Corporate Affairs, through its Registrar of Companies in Uttar Pradesh, Kanpur, recently issued an adjudication order against CMB India Nidhi Limited. This order pertains to a violation of Section 12(3)(c) of the Companies Act, 2013, concerning the company’s failure to display its registered office address as required.

CMB India Nidhi Limited, registered under the Companies Act in 2015, came under scrutiny following a directive to review Nidhi Companies in specific regions. The Registrar of Companies, Kanpur, identified discrepancies in the company’s compliance during routine audits. Specifically, the photograph attached to Form INC-22A filed on the MCA21 Registry did not feature the mandatory display of the registered office address.

The adjudication process, initiated under Section 454 of the Companies Act, 2013, involved issuing show cause notices to the company and its directors. Despite responding to the notices, the company’s representatives failed to adequately substantiate their defense during the hearings. This lapse confirmed their non-compliance with statutory requirements, leading to the imposition of penalties.

Under Section 12(8) of the Act, penalties were levied due to the continuous default from the filing date of INC-22A. The penal provisions, amounting to Rs. 1,46,000 for the company and Rs. 5,84,000 for its directors, reflect the seriousness of the violation. The order mandates payment through the MCA21 portal within 90 days, along with compliance filings.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF REGISTRAR OF
COMPANIES,
UTTAR PRADESH,
37/17, Westcott Building, The Mall,
Kanpur — 208001 (U.P.)
Phone : 0512 — 2310323/2310443

Order No. 07/01/Adj-12(3)(c)/ CMB INDIA /330 to 334 Dated  31/05/2024

ORDER FOR VIOLATION OF SECTION 12(3)(C) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ADJUDICATION OF PENALTIES) RULES, 2014.

IN THE MATTER OF “CMB INDIA NIDHI LIMITED”

1. The Ministry of Corporate Affairs vide its gazette notification no A-42011/112/2014-Ad.II dated 24.3.2015, has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules,2014 for adjudging penalties under the provisions of this Act.

2. Whereas the Company “CMB India Nidhi Limited” has been registered under the provisions of Companies Act on 24.11.2015 and is having its registered office situated at 14-C, CHAK DAUD NAGAR, NAINI, Allahabad, Uttar Pradesh,211008. The authorized capital of the company is Rs. 25,00,000/-

3. Whereas one of the meetings where Regional Directors were directed to conduct an in-depth examination and submit a report on the surge of Nidhi Companies in Kanpur, Jaipur and Patna by the Secretary of Corporate Affairs vide minutes dated 10.04.2020. This being one of the Nidhi Company identified by ROC, Kanpur on suo-moto basis consequent upon the discussions in the ROC Review workshops with reference to Nidhi Companies. The Inquiry Officer (I0) has observed that the photograph attached to Form INC-22A filed on MCA21 Registry has not paint or affix address of its registered office as mandated under section 12(3) ( C ) of the Companies, Act, 2013. Thus, it is evident that the Company and its Directors including Key Managerial Personnel have failed to comply with the provision of Section 12(3) (C) of the Companies, Act, 2013, in printing its address of its registered office, thereby attracting the penal provisions mentioned under Section 12(8) of the Act. The Company and its directors, including Key Managerial Personnel are officers in default, as per section 2(60), of the Companies Act, 2013, and are thus liable for penal provisions.

4. Section 12(3)(c) of the Act reads as under:-

Every Company shall, 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.

Section 12(8) of the Act reads as under: –

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. Accordingly, a Show Cause Notices No 07/01/Adj-12(3)(c)/ CMB INDIA /6724 to 6728 dated 12.01.2024 were issued to the company and its directors for non- maintenance of registered office of the company under Section 12 (3) (c) of the Companies Act, 2013, read with Companies (Adjudication of Penalties) Rules, 2014 by this office. This office has not received the said letter undelivered also.

6. The Company furnished a reply received in this office on 12.02.2024 to the said Show Cause Notice, hence a hearing was fixed in this matter on 14.03.2024. The hearing in the matter was concluded on 14.03.2024 in the presence of authorized representative of the company Shri Shivansh Tiwari, Practicing Company Secretary. The authorized representative did not carry the original copy of the authorization and relevant documents in support of the submission. Accordingly next hearing date was fixed on 10.04. 2024.. Further, neither any representative of the company nor its directors have appeared before the undersigned on the date of hearing, the reply furnished by company itself admitted that due to lack of knowledge the company and its directors failed to comply the provisions of section 12(3) (c ) of the Companies Act, 2013 which has further strengthened the apprehension that the company is not complying the provisions of section 12(3) (c) of the Companies Act, 2013. Thus, the company and its directors are liable to penalties as per section 12(8) of the Companies Act, 2013.

7. The date of default in the matter has been taken as 03.04.2020 ie. the date on which the company has filed INC-22A in MCA-21 Registry which shows that the company has not painted or affixed the address of its registered office as mandated under section 12(3) ( C ) of the Companies, Act, 2013. The date of default in the matter has been taken as 04.05.2022. The default has been continuing since then.

8. As per provisions of section 446B of the Companies Act, 2013 provides that “Notwithstanding anything contained in this act, if penalty is payable for non-compliance of any of the provisions of this act by a One Person Company, Small Company, start-up company or producer company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other persons, as the case maybe be, shall be liable to a penalty which shall not be more than one half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company one lakh rupees in case of an officer who is in default or any other person, as the case may be”.

9. Order:

Having considered the facts and circumstances of the case and after taking into account the factors above, I hereby impose penalty as prescribed under section 12(8) of the Act. The default of the penalty imposed on the company (Being Small Company as per section 2(85) of the Act) and officers in default are shown in the table below:

I am of this opinion that penalty is commensurate with the aforesaid failure committed by the notice(s).

10. The Noticee shall pay the amount of penalty so imposed through MCA21 portal only as per rule 3(14) of Companies (Adjudication of Penalties) 2014. within 90 days receipt of this order. The company needs to file InC-28 as per the provisions of the act, attaching the copy of adjudication order alongwith payment challans.

11. Appeal against this order may be filed in writing with the Regional Director (Northern Region), Ministry of Corporate Affairs, CGO Complex, Lodi Road, New Delhi, 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 a certified copy of this order. [Section 454(5) & 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].

12. Attention is also invited to section 454(8) of the Companies Act, 2013, in the event of non­compliance of this order. In Case appeal is made 0/o Registrar of Companies, U.P. maybe informed alongwith the penalty imposed & the payments made.

(Seema Rath)
Registrar of Companies & Adjudicating Officer
Uttar Pradesh, Kanpur

No. 07/01/ADJ-SEC12(3) (C)/CMB INDIA/ 330 to 334

Dated: 31/05/2024