On June 11, 2024, the Ministry of Corporate Affairs (MCA) of India, through the Office of the Registrar of Companies in Madhya Pradesh, issued an order imposing a penalty of Rs. 4 lakh on MEGASYS HEALTHCARE LIMITED and its directors for failing to maintain a registered office as required under Section 12(1) of the Companies Act, 2013. The order, referenced as ROC-G/Adj-Penal/Order/S.12(1)/2024/398, was addressed to the company and its directors, Shri Barun Biswas, Shri Manish Roy, and Shri Anil Pandey, as well as the Regional Director (NWR) and the E-Gov Cell of MCA.
Page Contents
Background and Legal Framework
Section 12(1) of the Companies Act, 2013 mandates that every company must have a registered office capable of receiving communications and notices. Any change in the registered office must be notified to the Registrar within fifteen days as per Section 12(4). Failure to comply with these requirements attracts penalties under Section 12(8), which stipulates a fine of one thousand rupees for each day the default continues, with a maximum limit of one lakh rupees.
Inquiry and Show Cause Notices
The issue came to light during an inquiry conducted under Section 206(4) of the Companies Act, 2013. On July 21, 2023, the Registrar’s office issued a Show Cause Notice to the registered address of MEGASYS HEALTHCARE LIMITED. The notice was returned undelivered by the postal authorities, indicating that the company was not maintaining its registered office. Subsequent spot verification on June 20, 2018, confirmed the absence of a functional registered office.
Following this, additional Show Cause Notices were sent on April 18, 2024, to the company’s registered address and its officers in default. These notices were also returned undelivered, and no responses were received from the company or its directors.
Adjudication Proceedings
In light of the non-response and the undelivered notices, “Notices of Inquiry” were issued on May 20, 2024, setting a hearing date for May 30, 2024. Again, these notices were returned undelivered, and no representatives from the company or its directors appeared for the hearing.
Given the lack of representation, the proceedings were conducted ex-parte as per Rule 3(8) of the Companies (Adjudication of Penalties) Rules, 2014. The Adjudicating Officer, Mukesh Kumar Soni, concluded that MEGASYS HEALTHCARE LIMITED and its directors had violated Section 12(1) by failing to maintain their registered office for 314 days, from July 21, 2023, to May 30, 2024.
Penalty Imposition
The penalty was calculated based on the duration of the default, with a per-day fine of one thousand rupees, capping at one lakh rupees per entity. The details are as follows:
- MEGASYS HEALTHCARE LIMITED: 314 days of default, Rs. 1,00,000 penalty.
- Shri Barun Biswas (Director): 314 days of default, Rs. 1,00,000 penalty.
- Shri Manish Roy (Director): 314 days of default, Rs. 1,00,000 penalty.
- Shri Anil Pandey (Director): 314 days of default, Rs. 1,00,000 penalty.
The total penalty amounting to Rs. 4 lakh was imposed on the company and its directors, to be paid personally by the directors from their own sources/income.
Compliance and Consequences
The company and its directors are required to pay the penalties through the MCA portal, as stipulated by the Companies (Adjudication of Penalties) (Amendment) Rules, 2019, and notify the Registrar’s office of the payment. Failure to pay the penalty could result in further punitive measures under Sections 454(8)(i) and 454(8)(ii) of the Companies Act, 2013, including additional fines ranging from Rs. 25,000 to Rs. 5 lakh for the company and possible imprisonment or fines for the directors.
Appeal Process
The order also informs the penalized parties of their right to appeal. They can file an appeal with the Hon’ble Regional Director (NWR), Ministry of Corporate Affairs, Ahmedabad, within sixty days from the receipt of the order. The appeal must be filed in Form ADJ and accompanied by a certified copy of the order.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
Office of The Registrar of Companies, Madhya Pradesh
Sanjay Complex, `A’ Block, 3rd Floor,
Jayendraganj, Gwalior — 474009.
Email: roc.gwalior@mca.gov.in
Order No. ROC-G/Adj-Penal/Order/S.12(1)/2024/398 Dated: 11 JUN 2024
To,
1. M/S MEGASYS HEALTHCARE LIMITED,
1/214, Pinto Park Colony, Morar, Gwalior,
Madhya Pradesh, 474006, India.
Email: kabirroy@yahoo.co.in
2. Shri Barun Biswas, Director,
(From 02.04.2013 to till date)
3. Shri Manish Roy, Director,
(From 02.04.2013 to till date)
4. Shri Anil Pandey, Director,
(From 01.10.2013 to till date)
5. The Regional Director (NWR),
RoC Bhavan, Opp. Rupal Park Society,
Behind Ankur Bus Stop,
Naranpura, Ahmedabad — 380 013.
6. E-Gov Cell, MCA, for uploading the documents.
Sub: Order under section 454 for violation of Section 12(1) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules. 2014.
Order for Penalty for Violation of Section 12(1) of the Companies Act, 2013
In the matter of Companies Act, 2013
And
In the matter of adjudication proceeding under Sub-section (1) of Section 12 of the Companies Act, 2013.
And
In the matter of M/s MEGASYS HEALTHCARE LIMITED
(CIN: U24232MP2011PLCO27404)
1. Appointment of Adjudicating Officer
The Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-Act,II dated 24.03.2015 has appointed the undersigned as Adjudicating Officer (AO) in exercise of the powers conferred under section 454 of the Companies Act, 2013 (hereinafter known as Act) read with Companies (Adjudication of Penalties) Rules, 2014 (Notification No. GSR 254(E) dated 31.03.2014) for adjudging penalties under the provisions of Act.
2. Company
Whereas Company, MEGASYS HEALTHCARE LIMITED (CIN: U24232MP2011PLCO27404) [herein after known as Company] is a registered company with this office under the provisions of Companies Act, 1956/ 2013 having its registered office situated at 1/214, Pinto Park Colony, Morar, Gwalior, Morar, Gwalior, 474006, Madhya Pradesh,. India, as per the MCA website.
| Si. No. |
Particulars | Details |
| 1. | Paid-up capital (F.?. 2011-12) | 5,00,000/- |
| 2. | Turnover (F.?. 2011-12) | |
| a. Revenue from operation | NIL | |
| b. Other income | 4,45,000/- | |
| 3. | Holding company | No |
| 4. | Subsidiary company | No |
| 5. | Whether company registered under Section 8 | No |
| 6. | Type of Company | Public company |
| 7. | Whether company registered under any other Special Act | No |
3. Law relating to registered office of company: –
Section 12(1) A company shall, on and from the fifteenth day 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.
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 fifteen days of the change, who shall record the same.
4. Facts of the case
Whereas this office conducted inquiry under section 206(4) of the Companies Act, 2013 and during the course of inquiry the office has issued Show Cause Notice under section 206(4) dated 21.07.2023 to the registered address of the company. However, notice sent to the registered office address of the company was return undelivered with remark from the postal authorities ………..Further, the spot verification of registered office of the company has been conducted by the office on 20.06.2018, whereas it was found that company is not maintaining its registered office. Thus, 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
5. Accordingly, this office had issued Show Cause Notice u/s. 92(4) of the Act vide\ letter no. ROC-G/Adj.Pen./Sec.12(1)/MHL/AT/2024/113 to 116 dated 18.04.2024 to the registered office of the company and its officers in default. The Show Cause Notices dated 18.04.2024 was send to the registered address of the Company, was also returned undelivered with remark from the postal authority ………….. on 22,04.2024, However, no reply has been submitted by the company and its directors till date,
6.. Thereafter, “Notices of Inquiry” vide letter No. RoC-G/Adj.PenJSec.12(1)/MHUAT/ 2024/256-259 dated 20,05.2024 were issued to the Company and its officer who is in default as per [Rule 3(3), Companies (Adjudication of Penalties) Rules 2014] and the date of hearing was fixed on 30.05.2024 at 11:30 AM in the Office of Registrar of Companies, Madhya Pradesh, Sanjay Complex, A block-III floor, Jayendraganj, Gwalior, Madhya Pradesh. “Notices of Inquiry” dated 20.05.2024 sent to the registered address of the company was returned undelivered with remark from the postal authority ‘………………”, However, no reply has been submitted by the company and its directors till date,
7. No representative of the Company or Directors have appeared on the date so fixed 30.05.2024 at 11:30 A.M. As, no one appeared, hence, as per Rule 3(8), Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded ex-parte.
8. Penalty Provision for violation: –
Non-compliance of section 12(1) would result in penal action under section 2(8) which read as under:
Section 12(8):
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.
9, Order Having Considered the facts and circumstances of the case and after taking into account the factors 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-maintenance of registered office of the company viz. MEGASYS HEALTHCARE LIMITED for 314 days i.e., with effect from 21,07,2023 (Date of SCN dated 21.07.2023) to 30.05,2024 (Date of hearing before Adjudicating officer) in terms of Section 12(1) of the Act.
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 Companies Act, 2013 | Name of persons on whom penalty is imposed | No. of days of default | Per day penalty for default
(Rs.) |
Total default amount
(Rs.) |
Maxim m Penalty (Rs.) | Final Penalty imposed
(Rs.) |
| A | B | C | D | E | |||
| Non maintenance of Registered office. | S.12(1) | On Company | 314 | 1,000 | 3,14,000 | 1,00,000 | 1,00,000 |
| Shri Barun Biswas, (Director) | 314 | 1,000 | 3,14,000 | 1,00,000 | 1,00,000 | ||
| Shri Manish Roy, (Director) | 314 | 1,000 | 3,14,000 | 1,00,000 | 1,00,000 | ||
| Shri Anil Pandey, (Director) | 314 | 1,000 | 3,14,000 | 1,00,000 | 1,00,000 |
10. The company and its officers who is in default are hereby directed to pay the penalty amount as per column no. H of above Table. I am of this opinion that penalty is commensurate with the aforesaid failure committed by the Notice and penalty so imposed upon the Officers-in-default shall be paid from their personal sources/ income. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only as mentioned under Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019 under intimation to this office.
11. Your attention is also invited to Section 454(8)(i) 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.
12. 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 inca.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 (Adjudicating of Penalties) Rules, 2014).
13. In Terms of The Provisions of Sub-Rule (9) Of Rule 3 Of The Companies (Adjudicating of Penalties) Rules, 2014, copy of the order is being sent to 1%1/s. M/S MEGASYS HEALTHCARE LIMITED, 1/214, Pinto Park Colony, Morar, Gwalior, Madhya Pradesh, 474006, India, Shri Barun Biswas, Director, ____, Shri Manish Roy, Director, _____, Shri Anil Pandey, Director, ____ and Regional Director (NWR), Naranapura, Ahmedabad and will also be Uploaded On MCA Website.
The Adjustication notice stands dispose off with this order.
(Mukesh Kumar Soni)
Adjudicating officer & Registrar of Companies,
Madhya Pradesh, Gwalior,
