Company Registered office not capable of receiving Communications – Penalty imposed

Registered office of the company as notified with the Registrar is not capable of receiving and acknowledging all communications and notices. Hence, provisions of Section 12 of the Companies Act, 2013 has been contravened by the company and its officers/managing director are liable for penalty u/s 12(8) of the Companies Act, 2013.

Government of India
Ministry Of Corporate Affairs
Office of the Registrar of Companies, Bihar-Cum-Official Liquidator, High Court, Patna
4th Floor, ‘A’ Wing, Maurya Lok Complex
ElakhungIow Road, Patna-800001

Order No. ROC/S-12/BR120980/98 Dated: 18.04.2023

Order for penalty for violation of section 12(1) r/w 12(4) of the Companies Act, 2013
M/S. MANGALAMURTI AGRIBUSINESS PRIVATE LIMITED,
CIN: U15490BR2013PTCO20980

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. Mangalamurti Agribusiness Private Limited, CIN­U15490BR2013PTCO20980 (herein after known as Company) is a registered company with this office under the provisions of the companies Act, 2013/1956 (or previous Acts in force, as applicable) having its registered office situated at C/ o Atish Kumar, Village-Amahra, Post­Amahra, Block-Bihta, Bihta, Patna, Bihar, 801118, India as per MCA

Facts about the case:-

3. WHEREAS office of the Registrar of Companies, Bihar-cum-Official Liquidator, High Court, Patna, has issued a letter/notice u/s. 206(3) of the Companies Act, 2013 dated 06.09.2022 to the company, the said letter returned undelivered in this office with postal remarks “Door Locked”. Therefore, it appears that the company is not maintaining registered office as required under section 12(1) of the Companies Act, 2013.

4. Whereas, this office has issued show cause notice under section 12 of the Companies Act 2013, vide letter no. ROC/BR/S-12/20980/SCN/22-23 dated 11.11.2022 to the company and its officers/managing director but no reply has yet been received from them. Thus, it appears that 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 has been contravened by the company and its officers/managing director and therefore they are liable for penalty ups 12(8) of the Companies Act, 2013.

5. 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”.

6. Whereas, this office had issued “Notice for Hearing” vide No. ROC/BR/S-12/20980/2818-2822 dated 13.03.2023 to the company and managing director/officers in default to appear personally or through authorized representative under Rule 3(3), Companies (Adjudication of Penalties) Rules, 2014 on 29.032023 at 11:30 a.m.) and also to submit their response, if any, one working day prior to date of hearing i.e. 28.03.2023. It is observed that the letter addressed to the company was delivered on 2203.2023.

7. That on the date of hearing, Shri Ateesh Kumar, Managing Director of the company has submitted his reply inter alia stating that “This company has been closed due to disputes among the directors of the Bank has sealed its plant. “

8. Further Section 4465 states that “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 person, as the case may 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 and one lakh rupees in case of an officer who is in default or any other person, as the case may be”.

9. As per clause 85 of section 2 of the Companies Act, 2013, small company means a company whose paid up capital and turnover shall not exceed rupees fou r crore and rupees forty crore respectively. As per MCA portal, paid up capital of the company- Mangalamurti Agribusiness Private Limited is Rs.278,00,000.00 and turnover of the company is Rs 11,29,79,404.00 as per Financial Year 2018-2019. Therefore, the benefits of small company is extended to this company while adjudicating penalty.

ORDER

10. Having considered the facts and circumstances of the case and after taking into account the provisions of Rule-11 of Companies (Adjudication of Penalties) Rules, 2014 (as amended), I hereby impose a penalty of Rs. 96,000 (Ninety-six Thousand) on the company and Rs. 96,000 (Ninety-six Thousand) each on the 4 (four) directors/officers in default of the company as per Table below under section 12(8) of the Act r/w. section 44613 of the Companies Act, 2013 for failure in compliance of section 12(1) and 12(4) of the Companies Act, 2013.

[*No of days have been calculated from 12.09.2022 (date of item returned) till 22.03.2023 (date of receipt of item by company)]

11. 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.

12. 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) & 454(6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014.

13. Your attention is also invited to section 454(8) of the Act in the event of non-compliance of this order.

(Aparajit Barua)
Adjudicating Officer &
Registrar of Companies-Cum‑
Official Liquidator, Patna