MCA imposes Rs. 2 lakh penalty on Lakshyam Nidhi for failing to maintain a registered office capable of receiving communication and to notify changes in its registered office address under Section 12 of the Companies Act, 2013.
The Registrar of Companies, Kerala, imposed a penalty of ₹2 lakh on M/s Lakshyam Nidhi Limited and its Managing Director for failing to maintain a registered office in compliance with Section 12(1) and (4) of the Companies Act, 2013. Letters sent to the company’s registered address were returned as “undelivered,” and no notification of address change was submitted. Despite multiple notices, the company and its officers failed to respond or attend hearings. The default was deemed continuous from April 11, 2024, leading to the imposition of penalties. Under Section 12(8), the company and its managing director were fined ₹1 lakh each, the maximum allowable penalty. The adjudicating officer clarified that the company could not claim benefits as a “small company” due to non-filing of financial statements, which prevented the assessment of its turnover. Both the company and its managing director must pay the penalties within 90 days through the Ministry of Corporate Affairs’ online payment portal and submit proof via Form INC-28. Any appeals against the decision must be filed within 60 days with the Regional Director, Ministry of Corporate Affairs, Chennai. Non-compliance with this order may result in further action under Section 454(8) of the Companies Act. This decision underscores the strict compliance requirements for maintaining a registered office capable of receiving communications as mandated under the Act.
Ministry of Corporate Affairs
Registrar of Companies, Kerala & Lakshadweep
First Floor, Corporate Bhawan, B.M.C. Road,
Thrikkakara, Kochi — 682 021, Kerala.
Order No. ROCK/Lakshyam Nidhi/ADJ-12/3087/2024 Dated: 29.11.2024
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES KERALA AND LAKSHADWEEP
Adjudication order passed under Section 454 of the Companies Act 2013 for the violation of Section 12(1) & (4) of the said Act in the matter of M/s. LAKSHYAM NIDHI LIMITED
1. Appointment of Adjudicating Officer
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112 /2014-Ad.II, dated 24.03.2015 has appointed Registrar of Companies, Kerala as Adjudicating Officer in exercise of the powers conferred by section 454(1) of the Companies Act, 2013 (hereinafter referred as Act or Companies Act, 2013) r/w Companies (Adjudication of penalties) Rules, 2074 for adjudging penalties under the provisions of this Act.
2. Company
Whereas Company M/s. Lakshyam Nidhi Limited, CIN: U65999KL2022PLN073496 (herein after referred as Company) is a registered company with this office under the Companies Act, 2013 having its registered office situated at M.H. Shopping Complex, Kechery Road, Thrissur, Pannithadam, Kerala, India, 680604, as per the MCA website. The financial & other details of the subject company as available on MCA-21 portal is stated as under:
| Sl. No. |
Particulars | Details |
| 1. | Company’s Status | Active |
| 2. | Filing Position | AR/BS Not filed |
| 3. | Paid up Capital | Rs.5,23,270 |
| a. Revenue from Operation | — | |
| b. Other Income | — | |
| c. Profit/loss for the Period | — | |
| 4. | Whether it is a Holding Company | No |
| 5. | Whether it is a Subsidiary Company | No |
| 6. | Whether company registered under Section 8 of the Act? | No |
| 7. | Whether company registered under any other special Act? | No |
KMP as per section 2(51) during the period of violation:
| S.No. | Name of Director | Designation | Date of Appointment |
Date of Cessation |
| 1 | Ummar Ali | Managing Director |
18.01.2022 | — |
3. Relevant Provisions of the Companies Act, 2013
Section 12 – Registered Office of Company
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 requirements of this Section, then 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.
4. Facts of the case:
Whereas letters dated 25.03.2024 & 26.03.2024 were issued by this office to the aforesaid registered office address of the company by registered post in connection with the complaints received against the company which had been returned/undelivered with postal endorsement “Continuously door locked/ returned to sender”, but the subject company has not intimated any such change, in the address of its registered office.
Thus, an adjudication notice was sent to the company and its officers vide letter dated 21.05.2024 giving 15 days’ time to respond, but the letters addressed to the company and 1 director returned undelivered, with remarks “Addressee Left” for the company. No replies were received from the other directors. Hence, the Adjudicating Authority had issued notice of hearing dated 29.10.2024 by fixing the hearing on 19.11.2024 at 12.00 PM. But no one attended the hearing on the said date.
The date of return of the first letter issued by this office i.e., 11.04.2024 being the date of acknowledge is to be considered as date of commencement of default and since even the latest Notice dated 21.05.2024 is returned undelivered and in the absence of any valid defence by the company or its Directors with corroborative evidence to prove their contention and in view of the fact that the said address being still shown as the registered office address in the MCA portal, it goes to show that the default is a continuing one from the period from 11.04.2024 to till date.
The term ‘Officer who is in default has been defined in section 2(60) of the Act, and accordingly the company and the Managing Director are liable for the default.
Further Section 446B 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’.
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 four crore and rupees forty crore respectively. As per MCA V3 portal, paid up capital of the company is Rs. 5,23,270 / – and with regard to turnover, since the company has not filed its Financial Statements till date, the turnover of the company cannot be ascertained and therefore, the benefits of small company cannot be extended to this company while adjudicating.
5. Decision
Having considered the facts and circumstances of the case and after taking into account the above factors, I hereby impose the maximum penalty of Rs.1,00,000/- (Rupees One Lakh only) on the company and its officers in default as per Table below under section 12(8) of the Act for violation of section 12(1) and (4) of the Act.
|
Name of person on
|
No. of
|
Per day
|
Total Penalty
|
Final Penalty Imposed (Rs 1,00,000 being the maximum as per section 12(8) of the Act) |
| M/s. Lakshyam Nidhi Limited (Company) | 232 | Rs.1,000 | Rs.2,32,000/- | Rs. 1,00,000/- |
| Ummar Ali (Managing Director) | 232 | Rs.1,000 | Rs.2,32,000/- | Rs. 1,00,000/- |
[*No of days have been calculated from 11.04.2024 (date of return of the first postal letter) till 29.11.2024 (date of order)]
6. The notice shall pay the amount of penalty individually for the company and its officers (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, by filing eform INC-28.
7. Appeal against this order, if aggrieved and if so advised, may be filed in writing with the Regional Director (SR), Ministry of Corporate Affairs, Chennai 600 006, 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) & (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014}.
8. Your attention is also invited to section 454(8) of the Act in the event of non-compliance with this order.
(ANU VIVEK)
(Adjudicating Officer)
Registrar of Companies
Kerala & Lakshadweep
