Ministry of Corporate Affairs (MCA) has imposed a penalty of Rs. 4 lakh on Bangda Real Infra Limited and its directors for non-maintenance of its registered office. This penalty follows a violation of section 12(1) of the Companies Act, 2013, which mandates companies to have a registered office capable of receiving and acknowledging all communications and notices.
The MCA investigation started after the receipt of a complaint from the Securities and Exchange Board of India (SEBI). The complaint highlighted that the letters forwarded to the company’s registered address were returned with the postal remark “Left”.
Despite issuing show cause notices and a notice of inquiry, the MCA did not receive a satisfactory response from the company or its directors. Only one director acknowledged the proceedings against him in court but failed to clarify the company’s non-compliance with section 12(1) of the Act.
Given the lack of response and evidence of non-maintenance of the registered office from 03/12/2016 to 19/07/2023, the MCA decided to impose a penalty on the company and its officers. The penalty amounts to Rs. 100,000 for each defaulter, totalling Rs. 4 lakh. The defaulters must pay this amount within 90 days of receiving the order.
The MCA has advised the defaulters of their right to appeal against this order. However, non-payment of the penalty could lead to a fine between twenty-five thousand and five lakh rupees for the company and imprisonment or a fine for the officers in default.
This case serves as a significant reminder for all companies to strictly comply with the Companies Act’s provision regarding the maintenance of a registered office. Non-compliance not only attracts hefty penalties but also the possibility of imprisonment for officers in default.
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 BANGDA REAL INFRA LIMITED
(CIN: U70200CT2013PLC001018)
1. BANGDA REAL INFRA LIMITED.
First Floor, Panchsheel Parisar, Akash Ganga,
Supela, Bhilai, Durg, Chattisgarh,490020, India
2. SHRI VIKASH KUMAR DEWANGAN (Director)
Ward No-12, H. No.-399, Muktidham, Ramnagar,
Supela, Bhilai, Durg, 490023, Chattisgarh, India.
3. SHRI RITESH KUMAR DEWANGAN (Director)
38, Saraswati Kunj, Dhanora Road, Rishali Nawab Badi Ke Piche,
Ward No-63, Civic Centre, Bhilai durg,490006, Chattisgarh, India
4. SHRI KAWALRAM DEWANGAN (Director)
Ward No-12, No-399, Muktidham, Ramnagar,
Supela, Bhilai,490023, Chattisgarh, India
……….. Respondents
1. Appointment of Adjudicating Officer: –
Ministry of Corporate Affairs vide its Gazette Notification No A-42011/112/2014-Ad.II 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: –
a) Whereas Company BANGDA REAL INFRA LIMITED (CIN: 1170200CT2013PLC001018) (herein after known as Company] is a registered company with this office under the provisions of Companies Act, 1956/2013 having its registered address at First Floor, Panchsheel Parisar, Akash Ganga, Supela, Bhilai, Durg, Chattisgarh,490020, India.
b) Whereas the company is a public limited company hence does not fall under the definition of the small company, therefore, the benefits of section 446B of the Companies Act 2013 cannot be extended to this company while adjudicating penalty
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 forwarded a copy of complaint received from Securities and Exchange Board of India through the Hon’ble Regional Director vide this office letter No. ROC-cum-OL- C.G./Comp/193/2016/3332 to the company on 30.11.2016. The said letter has been returned undelivered from the company with postal remarks” LEFT”.
e) Whereas an inquiry u/s 206 of the Companies Act 2013, was ordered by the hon’ble directorate and the Hon’ble directorate had issued directions to take appropriate necessary legal action u/s 12(1) of the Act.
Show cause notice, reply and personal hearing: –
4. Therefore, for the above-mentioned violation this office has issued Show cause notice vide this office letter No. ROC-cum-OL-C.G./SCN/Sec.12 (1)/001018/2023/409 to 412 dated 21/06/2023 u/s 12(8) of the Companies Act, 2013 to the company and its officers in default, i.e., Shri Vikash Kumar Dewangan (herein after referred as Noticee-1), Shri Ritesh Kumar Dewangan (herein after referred as Noticee-2), and Shri Kawalram Dewangan (herein after referred as Noticee-3). However, the same was also undelivered with postal remark “Left”. Therefore, it is evident that the Company has failed to maintain its registered office during the above-mentioned period, 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. Further, no reply to the above-mentioned show cause notice was received from company and noticee no 1 and 3. A reply has been received from noticee no 2, whereby he has pleaded that a criminal proceeding is pending before the Ld. District and session judge, DURG against him and documents are attached in the court hence he is not able to reply to the notice.
6. In reply of noticee no 2, he has only informed regarding the proceedings pending against him, but he failed to describe the reason for non-compliance of section 12(1) of the Act and no reply has been received from the company and noticee no 1 and 3. Therefore for providing an opportunity of being heard, a “Notice of Inquiry” vide. letter No. No. ROC-cum-OL C.G./Adj/Sec.12(1)/001018/2023/446 to 449 dated 04.07.2023 was issued to the Company and its officers in default, and the date of hearing was fixed on 19th July,2023, in the 0/o Registrar of the Companies, Chhattisgarh, Ist Floor, Late Shri Ashok Pingley Bhawan of Municipal Corporation Nehru Chowk, Bilaspur, Chhattisgarh-495001. However, the same was returned undelivered and none appeared on behalf of company and noticee no 1,2 & 3.
7. 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 03/12/2016 (Date of remark by postal authority) to 19/07/2023 (Date of hearing before Adjudicating officer) in terms of Section 12(1) of the Companies Act, 2013.
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 2420 days i.e., with effect from 03/12/2016 (Date of remark by postal authority) to 19/07/2023 (Date of hearing before Adjudicating officer) in terms of Section 12(1) of the Companies Act, 2013.
8. Accordingly, I am inclined to impose a penalty as prescribed under Subsection (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
|
Name of persons on whom penalty is
|
No. of days of default |
Per day penalty for default |
Total default amount |
Maximum Penalty |
Final Penalty imposed |
Non maintenance of Registered office |
S.12(1) & 12(8) |
On Company |
2420 |
1,000 |
24,20,000 |
100,000 |
100,000 |
Shri Vikash Kumar Dewangan |
2420 |
1,000 |
24,20,000 |
100,000 |
100,000 |
||
Shri Ritesh Kumar Dewangan |
2420 |
1,000 |
24,20,000 |
100,000 |
100,000 |
||
Shri Kawalram Dewangan |
2420 |
1,000 |
24,20,000 |
100,000 |
100,000 |
1. 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) in favour of “Pay & Accounts Officer, Ministry of Corporate Affairs, Mumbai, payable at Mumbai, within 90 days of receipt of this order, and file form INC-28 attaching a copy of order and payment challans. The notice shall pay the said amount of penalty online by using website www.mca.govin (miscellaneous head) specifying the details of this order and the name of the noticee who is paying the penalty. It is further directed that penalty imposed shall be paid through the Ministry of Corporate Affairs portal only pursuant to Rule 3(14) of Company (Adjudication of Penalties) (Amendment) Rules, 2019.
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 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 (Adjudicating of Penalties) Rules, 2014).
IV. 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.
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:
Dl No. 601 to 605
