M/S. Shital Sinheshwar Health Care Private Limited Penalized for Failure to Maintain Capable Registered Office
The Government of India, Ministry of Corporate Affairs, has taken regulatory action against M/S. Shital Sinheshwar Health Care Private Limited for its failure to comply with the provisions of Section 12 of the Companies Act, 2013. This order highlights the importance of maintaining a registered office capable of receiving and acknowledging communications as mandated by law.
The case stems from the inability of M/S. Shital Sinheshwar Health Care Private Limited to maintain a registered office capable of receiving and acknowledging all communications, as required by Section 12(1) of the Companies Act, 2013. Notices and communications addressed to the company were returned undelivered with the postal remark “Insufficient Address,” indicating that the registered office specified with the Registrar of Companies is not operational or properly maintained.
Despite receiving a show cause notice for the violation of Section 12 of the Companies Act, 2013, neither the company nor its directors responded to the notice. The failure to respond, coupled with the return of communications due to an insufficient address, confirms the non-compliance of M/S. Shital Sinheshwar Health Care Private Limited with the statutory requirement regarding its registered office.
As a consequence of the violation, the Ministry of Corporate Affairs has imposed penalties on both the company and its directors in default. Each entity is liable for a penalty of Rs. 100,000 (One Lakh) under Section 12(8) of the Companies Act, 2013. The total penalty imposed on the company and its directors is determined based on the number of days of default, calculated from the date of the returned item until the date of the order.
The company and its directors are directed to pay the penalty individually within 90 days of receiving the order through e-payment on the Ministry’s website. Failure to comply with this directive may result in further regulatory action as per Section 454(8) of the Companies Act, 2013.
Additionally, the order provides the opportunity for appeal against the decision within 60 days from the date of receipt of the order, following the procedures outlined in the Companies (Adjudication of Penalties) Rules, 2014.
This enforcement action underscores the government’s commitment to upholding corporate governance standards and ensuring compliance with statutory obligations. It serves as a reminder to companies of their responsibility to maintain a registered office capable of receiving and acknowledging communications to facilitate transparency and regulatory oversight.
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Government of India
Ministry of Corporate Affairs
Office of the Registrar of Companies, Bihar
4th Floor, ‘A’ Wing, Maurya Lok Complex
Dakbunglow Road, Patna-800001
Tele: (0612)- 2216150/2950121
e-Mail ID: roc.patna@mca.gov.in
Website: www.mca.gov.in
No.: ROC/PAT/SCN/ sec. 12/22762/1905
Date: 11.03.2024
Order for penalty for violation of section 12(1) r/w 12(4) of the Companies Act, 2013
M/S. SHITAL SINHESHWAR HEALTH CARE PRIVATE LIMITED
CIN: U74140BR2014PTCO22762
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. Shital Sinheshwar Health Care Private Limited, CIN- U74140BR2014PTCO22762 (herein after known as Company) is a registered company with this office under the provisions of the companies Act, 2013 (or previous Acts in force, as applicable) having its registered office situated at 512, Agarpur, Lalganj, Vaishali, Bihar, 844121, India as per MCA website.
Facts about the case:-
3. WHEREAS office of the Registrar of Companies, Bihar-cum-Official Liquidator, High Court, Patna, has issued notice u/s. 206(1) of the Companies Act, 2013 dated 04.11.2022 to the company and its directors, the said letter addressed to the company is returned undelivered in this office with postal remarks “Insufficient Address”. Therefore, it appears that the company is not maintaining its registered office as required under section 12(1) of the Companies Act, 2013.
4. Whereas this office has issued show cause notice for the violation of section 12 of the Companies Act 2013, vide letter no. ROC/PAT/SCN/Sec.12/22762/1424-1426 dated 31.01.2024 to the company and its directors, but no reply has yet been received from them. However, it is observed that the said letter/SCN addressed to the company was returned undelivered with the postal remark “Insufficient Address”. In view of the aforesaid remarks of the postal authority, it is clear that the registered office of the company as notified with the Registrar is not capable of receiving and acknowledging all communications and Hence, it appears that the provisions of Section 12 of the Companies Act, 2013 have been contravened by the company and its officers/managing director and therefore they are liable for penalty u/s 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”.
ORDER
6. Having considered the facts and circumstances of the case and after taking into account the factors above I hereby impose a penalty of Rs. 100,000 (One Lakh) on the company and Rs. 100,000 (One Lakh) each on the 2 (two) directors/officers in default of the company as per Table below under section 12(8) of the Act for failure in compliance of section 12(1) and 12(4) of the Companies Act, 2013.
| Nature of default | Violation tinder Companies Act, 2013 | Name of person on whom penalty imposed |
No. of days of defa-ult* | Per day Penalty for default (Rs.) |
Total Penalty (Rs.) (maximum of one lakh rupees) | Final Penalty Imposed (Rs.) (As per section Section 446B: penalty shall not be more than one half of the penalty specified in such sections) |
| Registered office is not capable of receiving commune cations | Section 12(1) of the Companies Act, 2013 | On Company | 494 | 1000 | 494*1000 =494,000 | 100,000 |
| On Shri Sinheshwar Mahto | 494 | 1000 | 494*1000 =494,000 | 100,000 | ||
| On Shri Shailendra Kishore | 494 | 1000 | 494*1000 =494,000 | 100,000 |
[*No of days have been calculated from 04.11.2022 (date of item returned) till 11.03.2024 (date of order)]
7. 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 www.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.
8. 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}.
9. Your attention is also invited to section 454(8) of the Act in the event of non-compliance with this order.
