Patna: M/s. Manikraj Motors Private Limited and its two directors have been penalized a total of Rs. 1.5 lakh by the Registrar of Companies (ROC), Bihar, for failing to maintain a registered office capable of receiving official communications, a breach of Section 12(1) and 12(4) of the Companies Act, 2013. The order, issued on May 30, 2025, by the Adjudicating Officer, Mohit Kumar, highlights the statutory obligation of companies to have a functional registered office.
The matter came to the attention of the ROC after official correspondence, including a notice under Section 206(1) of the Companies Act, dated March 31, 2023, and a subsequent show cause notice (SCN) dated April 10, 2023, were repeatedly returned undelivered with postal remarks such as “Item Returned” and “No such person in the address.” These incidents indicated that the company, registered at C/o- 604, Block – A, Gagan Apartment Exhibition Road, Patna, was not complying with Section 12(1), which mandates a registered office capable of receiving and acknowledging all communications from the thirtieth day of incorporation onwards. Furthermore, the lack of an updated address, despite a change, implicitly violated Section 12(4), which requires notice of any change in the registered office to be given to the Registrar within thirty days.
Given the company’s failure to respond to the show cause notice, the Adjudicating Officer concluded that the company and its officers were in default. Section 12(8) of the Companies Act, 2013, stipulates that any default in complying with Section 12 renders the company and every officer in default liable to a penalty of one thousand rupees for every day the default continues, subject to a maximum of one lakh rupees. The default period was calculated from April 10, 2023, to May 30, 2025, totaling 782 days.
Accordingly, a penalty of Rs. 50,000 was imposed on M/s. Manikraj Motors Private Limited. Additionally, each of the two directors, Manoj Singh and Neha Singh, was also fined Rs. 50,000. While the daily penalty for 782 days would have far exceeded the maximum limit, the final penalty for each party was capped at Rs. 1,00,000 as per Section 12(8), though the adjudicating officer chose to levy Rs. 50,000 on each. The order specifies that the penalties must be paid individually by the company and its directors through e-payment on the Ministry of Corporate Affairs website within 90 days.
This adjudication order serves as a reminder to companies regarding the critical importance of maintaining an active and accessible registered office. The Companies Act, 2013, places a clear onus on companies to ensure their official address is functional for all regulatory communications. Companies failing to comply with such fundamental requirements risk financial penalties and further legal repercussions as outlined in Section 454(8) of the Act for non-payment of penalties. Affected parties have a 60-day window to file an appeal with the Regional Director (ER), Ministry of Corporate Affairs, Kolkata.
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
(0612)- 2216150/2950121
Order No. ROC/PAT/SCN/sec. 12/032112/195 to 198 Dated: Date: 30.05.2025
Order for penalty for violation of section 12(1) r/w 12(4) of the Companies Act, 2013
M/S. MANIKRAJ MOTORS PRIVATE LIMITED
CIN: U50103BR2016PTC032112
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. Manikraj Motors Private Limited CIN: U50103BR2016PTC032112 (herein after known as Company) is a registered company with this office under the provisions of the Companies Act, 2013 having its registered office situated at C/o- 604, Block – A, Gagan Apartment Exhibition Road, Patna, Bihar- 800001, 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 31.03.2023 to the company and its directors, the said letter addressed to the company is returned undelivered in this office with postal remarks “Item Returned”. 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/ 32112/ 70 to 73 dated 10.04.2023 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 “No such person in the 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 notices. 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 he 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. 50,000 (Fifty Thousand Only) on the company and Rs. 50,000 (Fifty Thousand Only) 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 under Companies Act, 2013 | Name of person on whom penalty imposed |
No. of days of default* | Per day Penalty for default (Rs.) |
Total Penalty (Rs.) (maximum of one lakh rupees) |
Final Penalty Imposed (Rs.) [As per section 12(8)] |
| Registered office is not capable of receiving commu nications | Section the Companies Act, 2013 | 12(1) of On Company | 782 | 1000 | 782*1000= 7,82,000 | 1,00,000 |
| On Manoj Singh | 782 | 1000 | 782*1000= 7,82,000 | 1,00,000 | ||
| On Neha Singh | 782 | 1000 | 782*1000= 7,82,000 | 1,00,000 |
[*No of days have been calculated from 10.04 2023 (date of item returned) till 30.05.2025 (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 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.
(Mohit Kumar)
Adjudicating Officer &
Registrar of Companies-Cum-
Official Liquidator, Patna.
