Introduction: The Ministry of Corporate Affairs (MCA) recently imposed a significant penalty on Shanti Easy Pay Nidhi Limited for failing to maintain its registered office as required under the Companies Act, 2013. The order, issued by the Office of the Registrar of Companies in Patna, highlights the legal obligations companies must adhere to regarding their registered offices.
Facts of the Case:
M/s. Shanti Easy Pay Nidhi Limited (“the Company”) is registered in Bihar under the Companies Act, 2013. The Registrar of Companies (ROC) in Patna attempted to communicate with the company through letters dated February 20, 2024, regarding an excess claim of Input Tax Credit. These letters were returned undelivered due to “insufficient address,” indicating that the company was not maintaining its registered office as required under Section 12 of the Companies Act, 2013.
Legal Provisions:
Section 12(1) mandates that every company must have a registered office capable of receiving communications and notices. Section 12(4) requires companies to notify the Registrar of any change in the registered office within thirty days. Section 12(8) imposes a penalty for non-compliance, stipulating a fine of one thousand rupees for each day of default, up to a maximum of one lakh rupees.
Proceedings:
Following the returned letters, the ROC issued a show cause notice to the company and its directors on April 16, 2024. Again, these notices were returned undelivered. Without receiving a response from the company or its directors, the ROC concluded that the company had violated Sections 12(1) and 12(4) of the Act.
Penalty Imposed:
After considering the facts, the ROC imposed the following penalties:
- On the Company: Rs. 96,000
- On each Director (Ms. Swastika, Ms. Sushma, and Shri Shailesh): Rs. 96,000 each
These penalties amounted to a total of Rs. 3.84 lakh, calculated based on 96 days of default from February 23, 2024, to May 28, 2024.
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Government of India
Ministry of Corporate Affairs
Office of the Registrar of Companies,
4th Floor, ‘A’ Wing, Maurya Lok Complex
Dakbunglow Road, Patna-800001
Pho: (0612)- 2216150/2950121
Order No.: ROC/Pat/Compt/48769/256 Dated: 28.05.2024
Order for penalty for violation of section 12 of the Companies Act, 2013
M/S. SHANTI EASY PAY NIDHI LIMITED
CIN: U65999BR2020PLN048769
Company:–
1. Whereas, Company M/ s. Shanti Easy Pay Nidhi Limited, CIN: U65999BR2020PLN048769 (herein after known as Company) is a company registered under the provisions of the companies Act, (hereinafter referred to as the Act) in the State of Bihar and having its registered office situated at C/o Rajeshwar Prasad Singh, At- Vijay Nagar, Rukanpura, Khajpura Patna Bihar 800014 India as per the records maintained in this office.
Facts about the case:–
2. Whereas, office of the Registrar of Companies, Bihar-cum-Official Liquidator, High Court, Patna, has issued letter No. ROC/Pat/Complaint/48769/1641-1644 dated 20.02.2024 to the company and its directors, the letter addressed to the company return undelivered with postal remarks “insufficient address”. Therefore it appears that the company is not maintaining its registered office of the company as per provision, which is required to be maintained u/s 12 of the Companies Act, 2013, which reads as follows:-
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”.
3. Thereafter, this office has issued show cause notice for violation of section 12 of the companies Act, 2013 vide letter No. ROC/Pat/Complaint/48769/61-64 dated 16.04.2024 to the company and its directors, again the letter addressed to the company return undelivered with postal remarks “insufficient address”. However, no reply has been received from the company and its directors.
4. It is seen that, the company being a Nidhi Company does not fall under the definition of small company as per provision of section 2(85) of the companies Act, 2013. Therefore, the provision of imposing lesser penalty as per section 446B shall not be applicable in this case.
ORDER
5. Having considered the facts and circumstances of the case, and after taking into account the factors above, I hereby impose a penalty on the Company and directors/officers of the company as per Table below under section 12(8) of the Companies Act 2013 for failure in compliance of section 12(1) r/w 12(4) of the Companies Act, 2013.
| Nature of default | Violation under Companies Act, 2013 | Name of person on whom penalty imposed |
No. of days of default* | Total Penalty (Rs.) | Maxim-um penalty as per section 12(8) (Rs.) | Penalty Imposed (Rs.) [As per section 446B: penalty shall not be more than one half of the penalty specified in such sections] |
| Non-Maintenance of registered office |
Section 12(1) r/w 12(4) of the Act, 2013 |
On Company | 96 | 96*1000=5,000 | 96,000 | 96,000 |
| Ms. Swastika | 96 | 96*1000= 95,000 | 96,000 | 96,000 | ||
| Ms. Sushma | 96 | 96*1000= 95,000 | 96,000 | 96,000 | ||
| Devi Shri Shailesh | 96 | 96*1000= 95,000 | 96,000 | 96,000 |
*(No. of days has been calculated from 23.02.2024 (letter returned) to 28.05.2024, date of order)
6. 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.
7. Appeal against this order may be filled 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 www.mca.gov.in) setting forth the grounds of appeal and shall be accompanied by a certified copy of this order {Section 454(5) 86 454(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 noncompliance of this order.
(Aparajit Barua)
Adjudicating Officer &
Registrar of Companies-Cum-
Official Liquidator, Patna
