Non-Maintenance of registered office: MCA imposes Penalty of Rs. 2 Lakh

Registrar of Companies (RoC), Puducherry, imposed penalties on Mahe Royal Travancore Nidhi Limited and its directors for failing to maintain a registered office as mandated under Section 12 of the Companies Act, 2013. The company, incorporated in October 2020, failed to update its registered office address, leading to undelivered communications and default notices. Despite repeated show-cause notices and hearing opportunities provided in 2023 and 2024, neither the company nor its directors rectified the issue or responded to the RoC’s inquiries.

After thorough investigation, including a site visit, the RoC determined the company was not operating from its registered address. Consequently, penalties totaling ₹2,00,000 were imposed, distributed among the company and its three directors. Each party is required to rectify the default immediately and pay the penalties within 90 days. The order also specifies further consequences, including increased fines and potential imprisonment for directors in case of continued non-compliance. Appeals can be filed with the Regional Director within 60 days of receiving the order.

GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
OFFICE OF THE REGISTRAR OF COMPANIES
No. 7, 2ND FLOOR, KARUVADIKUPPAM MAIN ROAD, MUTHIALPET, PUDUCHERRY – 605 003.

F. No. ROC/ PDY/ Adj/ Sec.12/ 08629/ 2024

Dated: 1 9 DEC 2024

ORDER OF ADJUDICATION OF PENALTY UNDER SECTION 454 OF COMPANIES ACT 2013 READ WITH RULE 3 OF THE COMPANIES (ADJUDICATION OF PENALITES) RULES 2014 FOR VIOLATION OF PROVISIONS OF SECTION 12 OF THE COMPANIES ACT 2013 BY M/S MAHE ROYAL TRAVANCORE NIDHI LIMITED

1. APPOINTMENT OF ADJUDICATION OFFICER:

Ministry of Corporate Affairs vide its Gazette Notification No.A-42011/112/2014-Ad.II, dated 24.03.2015 (see SO 831(E) dated 24.03.2015) appointed undersigned as Adjudication Officer in exercise of the powers conferred by Section 454 (1) of the Companies Act, 2013(herein after known as Act) r/w Companies (Adjudication of Penalties) Rules, 2014 for adjudication penalties under the provisions of this Act.

2. COMPANY:

M/s MAHE ROYAL TRAVANCORE NIDHI LIMITED incorporated on 26.10.2020 under the jurisdiction of Registrar of Companies, Puducherry with the registered office situated at Shop No. IV/1-A, IV/1-B, Main Road, Mahe, Pondicherry, 605008.

3. PROVISIONS OF THE ACT:

• In terms of Section 12(1) of the Act- a company shall, on and from the thirtieth day of its incorporation and at all ties thereafter, have a registered office capable of receiving and acknowledge all communications and notices as may be prescribed.
• Section 12(4) of the Act provides that a 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.
• And as per Section 12(8) of the Act- 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.

4. FACTS ABOUT THE CASE:

• Whereas this office has issued Show Cause Notice to the company and its directors on 11.09.2023 u/s. 406 r/w Nidhi Rules, 2014. The letter sent to the registered office of the company received back undelivered with postal with postal remarks “No such Addressee”. No response was received from the company and or/its directors officers in default.
• Wherein this office issued Show Cause Notice to the company and its directors on 07.06.2024 u/s. 12 of the Act, 2013 to the company at its registered office address Shop No. IV/1-A, IV/1-B, Main Road, Mahe, Pondicherry, 605008. The letter sent to the registered office of the company received back undelivered with postal remarks “No such Addressee”. Further, this office has issued Adjudication hearing notice under Section 12(8) of the Companies Act, 2013 read with Companies (Adjudication of Penalties) Rules, 2014 to the company and its directors vide this office letter dated 02.09.2024.
• No response was received from the company and or/its directors officers in default. Such default has not been rectified either prior to, or within thirty days of, the issue of the notice by this office.
• An official of this office had visited the registered office of the company. However, he could not find the name board and company is not carrying out any business in the registered office and submitted report to this office on 02.09.2024.
• In terms of the provisions of Section 454(4) of the Companies Act, 2013, before imposing penalty under Section 454 of the Act for violation of Section 12 of the Act, an opportunity of being heard was given to the company and its officers and accordingly this office has issued notice for hearing dated 02.09.2024 to the company and its officers in default.

• A date of hearing was fixed on 12.09.2024. However, none of the company and / or its representative attended the hearing. However, none of the company / or its representative attended the hearing.

Accordingly I 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 as:

*(No. of days have been calculated from 11.09.2023 till 02.09.2024 (date of hearing for Non-maintenance of registered office, respectively.)

a. The company and its directors are hereby directed to pay the penalty amount as per the above table. In case of directors such amount is required to be paid out of his own funds.

b. The company and its directors are hereby directed to rectify the default immediately from the date of receipt of copy of this order.

c. the notices shall pay the said amount of penalty through online by using the website mca.gov.in (Misc. head) in favor of “Pay & Accounts Officer, Ministry of Corporate Affairs, Chennai, payable at Chennai, within 90 days of receipt of this order, and intimate this office with proof of penalty paid.

d. Appeal against order may be filed with the Regional Director (SR), Ministry of Corporate Affairs, 5th Floor, Shastri Bhavan, 26 Haddows Road, Chennai-600006, within a period of 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 the order. (Section 454 (5) & 454(6) of the Act read with Companies (adjudicating of penalties) Rules, 2014.

e. Your attention is also invited to Section 454(8) of the Act in the event of Non­compliance of this order.

i. Please note that as Section 454 (8) (i) of the Companies Act, 2013, whereas company fails to comply with the order made under sub-section (3) or sub-Section (7) as the case may be, within a period of ninety days from the date of the receipt of the copy of the order, 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.

ii. Where an officer or any other person who is in default fails to comply with the order made under sub-section (3) or sub-section (7), as the case may be, within a period of ninety days from the date of receipt of the copy of the order, such officer 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 shall not be less than twenty five thousand rupees but which may extend to one lakh rupees or with both.

(A. GOKULNATH, ICLS)
(ADJUDICATION OFFICER)
REGISTRAR OF COMPANIES,
PUDUCHERRY