Introduction: The Ministry of Corporate Affairs (MCA) has taken decisive action against BSR Super Speciality Hospitals Limited for non-maintenance of its registered office, violating Section 12(1) and 12(8) of the Companies Act, 2013. The adjudication proceedings, led by the Registrar of Companies, Chhattisgarh, highlight the serious implications for the company and its directors.
Detailed Analysis: The case revolves around the company’s failure to comply with the fundamental requirement of having a registered office capable of receiving communications, as mandated by Section 12(1) of the Companies Act, 2013. Furthermore, the notice of any change in the registered office, as per Section 12(4), should be promptly provided to the Registrar.
In this instance, the office received a complaint on 5th July 2023, leading to the issuance of a show cause notice to the company. However, both the show cause notice and the subsequent “Notice of Inquiry” were returned undelivered, indicating a lack of responsiveness from the company.
Despite providing ample opportunities for the company and its officers to present their case, none appeared for the hearing on 26th October 2023. As a result, the adjudication proceeded in their absence, adhering to the Companies (Adjudication of Penalties) Rules, 2014.
The Adjudicating Officer, Sitaram Sharan Gupta, imposed penalties under Section 12(8) for the period of default, from 7th August 2023 to 26th October 2023. The penalty, amounting to ₹81,000 for each day of default, was calculated based on the provisions of the Companies Act, 2013.
The penalty applies to the company, BSR Super Speciality Hospitals Limited, and its directors – Rohitash Khanduja, Neera Khanduja, and Manmohan Kumar Khanduja. The total default amount was determined at ₹81,000 for each, with a maximum penalty of ₹1,00,000 as stipulated by the Act.
The Adjudicating Officer clarified that the penalty is to be paid from personal sources or income of the noticees. The company and its directors were directed to pay the penalty within 90 days of receiving the order through online mode, as specified by Rule 3(14) of the Company (Adjudication of Penalties) (Amendment) Rules, 2019.
Conclusion: The imposition of penalties by the MCA against BSR Super Speciality Hospitals Limited underscores the importance of compliance with statutory obligations, especially concerning the maintenance of a registered office. The severity of penalties highlights the government’s commitment to enforcing corporate governance and regulatory norms.
Companies and directors must take this case as a stark reminder to adhere to the provisions of the Companies Act to avoid legal consequences. Non-compliance not only results in financial penalties but can also lead to further legal actions, as specified under Section 454(8)(i) and 454(8)(ii) of the Companies Act, 2013. Stakeholders are urged to rectify such defaults promptly to maintain the integrity of corporate governance.
BEFORE THE ADJUDICATING OFFICER
REGISTRAR OF COMPANIES CUM OFFICIAL LIQUIDATOR, CHHATTISGARH
In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under Section 454
And
Sub-section (1) of Section 12 of the Companies Act, 2013.
And
In the matter of BSR SUPER SPECIALITY HOSPITALS LIMITED
(CIN: U85110CT2003PLC015937)
Date of Hearing – 26th October 2023
1. BSR SUPER SPECIALITY HOSPITALS LIMITED
15-Commercial Complex,
Nehru Nagar(East),
Bhilai, Chhattisgarh-490020 IN
2. ROHITASH KHANDUJA
3. NEERA KHANDUJA
4. MANMOHAN KUMAR KHANDUJA
……… Respondents
1. Appointment of Adjudicating Officer: ‑
Ministry of Corporate Affairs vide its Gazette Notification No A-42011/112/2014- Ad.11 dated 24.03.2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of this Act.
2. Company: ‑
Whereas Company BSR Super Speciality Hospitals Limited (CIN: U85110CT2003PLC015937) [herein after referred as Company] is a registered company with this office under the provisions of Companies Act, 1956/2013 having its registered office situated at 15-Commercial Complex Nehru Nagar (East), Bhilai, Chattisgarh, India, 490020.
Further, financial and other details of the subject company for immediately preceding financial year as available on MCA-21 Portal is as under:
| S. No. | Particulars | Details |
| 1. | Paid up capital as on date | 23,53,18,080 |
| 2. | Turnover: | 32,97,32,915 (As per last Annual return filed for the FY 2015-16) |
| 3. | Whether any holding company | No (As per last Annual return filed for the FY 2015-16) |
| 4. | Whether any subsidiary company | YES (As per last Annual return filed for the FY 2015-16) |
| 5. | Whether company registered under Section 8 of the ACT? | NO |
| 6. | Whether company registered under any other Special Act? | NO |
| 7. | Whether company is a small company? | NO (in view of point no. 1 & 4) |
| 8. | Whether company is a one-person company? | NO |
| 9. | Whether company is a producer company? | NO |
| 10. | Whether Section 446B is applicable to the company? (Lesser penalties for certain companies) | NO |
3. Facts about the case: –
a) Whereas as per section 12(1) of Companies Act, 2013, A company shall, within thirty days of its incorporation and at all times, thereafter, have a registered office capable of receiving and acknowledging all communications and notice as may be addressed to it.
b) Whereas as per section 12(4) of Companies Act, 2013, 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 fifteen days of the change, who shall record the same.
c) Whereas as per section 12(8) of Companies Act, 2013, If any default is made in complying with the requirements 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.
d) Whereas this office has received a complaint dated 05/07/2023 against the affairs of the company, further for the aforesaid matter this office has issued a letter dated 28/07/2023 to the company and the said letter was returned undelivered with postal remark “Left”. Therefore, it appears that the Company has failed to maintain its registered office, resulting into violation of Section 12(1) r/w. Section 12(4) of Act which attracted penal provisions of Section 12(8) of the Companies Act, 2013.
Show cause notice, reply and personal hearing: –
4. Therefore, for the above-mentioned violation this office has issued Show cause notice to the company vide this office letter No. ROC-cum-OL-C.G./ Compl./01/BSR SPE. HOS/2023/963 to 968 dated 01/09/2023 u/s 12(8) of the Companies Act, 2013. However, the same was returned undelivered.
5. Thereafter, for providing an opportunity of being heard a “Notice of Inquiry” vide this office letter No. ROC-cum-OL-C.G./ Compl./01/BSR SUP. SPE. HOS/2023/1312 to 1315 dated 03/10/2023 was issued to the Company and its officers in default and the date of hearing was fixed on 26th October 2023, in the 0/o Registrar of the Companies, Chhattisgarh, 1st Floor, Late Shri Ashok Pingley Bhawan of Municipal Corporation Nehru Chowk, Bilaspur, Chhattisgarh-495001. However, the same were also returned undelivered.
6. However, none appeared for the Company and its officers in default on the date so fixed, despite providing them reasonable opportunities of being heard. Hence as per Rule 3(11), Companies (Adjudication of Penalties) Rules, 2014, the matter is being proceeded with in the absence of such persons as per the record available.
7. Further Mr. Balaji Srinivasan and Mr. Rishi Maheshwari has informed this office via email dated 20/09/2023, that they have resigned from the company on 01/02/2016 and they are not liable, hence the Show Cause Notices issued against Balaji Srinivasan and Mr. Rishi Maheshwari is dropped.
8. Therefore, in view of the above said violation of non-maintenance of registered office under the provisions of section 12(1) of the Companies Act, 2013 read with section 12(4) of the Act, and in exercise of the powers vested under Section 454(3) of the Companies Act 2013, I do hereby impose penalty in the following manner on the company and all the officers in default during the period of offence committed from 07/08/2023 (Date of remark by postal authority) to 26/10/2023 (Date of hearing before Adjudicating officer).
Order
In view of the above, it is concluded that the Company and its officers in default are liable for penalty as prescribed under Section 12(8) of the Act for non-compliance of section 12(1) of the Companies Act 2013, for 81 days i.e., with effect from 07/08/2023 (Date of remark by postal authority) to 26/10/2023 (Date of hearing before Adjudicating officer) in terms of Section 12(1) of the Companies Act, 2013.
Accordingly, I am inclined to impose a penalty as prescribed under Sub-section (8) of Section 12 of the Companies Act, 2013. The details of the penalty imposed on the company and officers in default are shown in the table below:
| Nature of Default | Relevant section under the Compa- nies Act, 2013 |
Name of persons on whom penalty is imposed | No. of days of default | Penalty for default as per sec 12(8) | Total default amount | Maximum Penalty | Final Penalty imposed |
| Non maintenance of Registered office | 12(1) & 12(8) |
ON COMPANY | 81 | 1000 per day |
81000 | 1,00,000 | 81000 |
| ROHITASH KHANDUJA (DIRECTOR) | 81 | 1000 per day |
81000 | 1,00,000 | 81000 | ||
| NEERA KHANDUJA (DIRECTOR) | 81 | 1000 per day |
81000 | 1,00,000 | 81000 | ||
| MANMOITAN KUMAR KHANDUJA (DIRECTOR) | 81 | 1000 per day |
81000 | 1,00,000 | 81000 |
I. I am of the opinion that penalty is commensurate with the aforesaid failure committed by the Noticees and penalty so imposed upon them shall be paid from their personal sources/ income.
II. The company and officers in default shall pay the said amount of penalty through online mode by using the website mca.gov.in (Misc. head) specifying the details of this order and the name of the noticee who is paying the penalty pursuant to Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019, within 90 days of receipt of this order. Further the company shall file form INC-28 attaching a copy of order and payment challans.
III. Appeal against this order may be filed in writing with the Hon’ble Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad within a period of sixty days from the date of receipt of this order, in Form ADJ (available on Ministry website www.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).
IV. Your attention is also invited to Section 454(8)(1) and 454(8)(ii) of the Companies Act, 2013, which state that in case of non-payment of penalty amount ,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 and officer in default 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 both.
V. The company and its directors are hereby directed under section 454(3) (b) of the Companies Act 2013, to rectify the default immediately on the date of receipt of copy of this order and maintain the registered office of the company in accordance with section 12(1) of the Act.
In terms of the provisions of sub-rule (9) of Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014, copy of the order is being sent to:
1. BSR SUPER SPECIALITY HOSPITALS LIMITED
15-Commercial Complex,
Nehru Nagar(East),
Bhilai, Chhattisgarh-490020 IN
2. ROHITASH KHANDUJA
3. NEERA KHANDUJA
4. MANMOHAN KUMAR KHANDUJA
5. Regional Director (NWR), Ahmedabad
6. Guard File
7. And will also be uploaded on MCA Website.
The adjudication notice stands disposed of with this order.
Sitaram Sharan Gupta
Adjudicating officer
Registrar of Companies Chhattisgarh‑
Bilaspur (C.G.)
Signed on this 08 day of December 2023.
Place: Bilaspur, Chhattisgarh.
