ROC Penalty for Registered Office Violation under Section 12 of the Companies Act, 2013
Background of the Case: ROC Bihar Penalty Order
M/s. Shyam Sunil Construction India Limited, bearing CIN U45200BR2005PLC011535 (“Company”), has its registered office at Balbhadarapur, Laheriasarai, Darbhanga, Bihar, India.
The Registrar of Companies, Bihar-cum-Official Liquidator, High Court, Patna (“ROC Office”), issued a notice under Section 206(1) of the Companies Act, 2013 on 10.01.2024 to the company and its directors. However, the notice returned undelivered with postal remarks stating, “Item returned addressee left without instructions.” This indicated that the Company was not maintaining its registered office as required under Section 12(1) of the Companies Act, 2013, thereby attracting ROC penalty for registered office violation.
Following this, the ROC Office issued a Show Cause Notice (SCN) for the violation of Section 12 of the Companies Act, 2013, vide letter no. ROC/PAT/SCN/Sec.12/11535/1497-1500 dated 12.02.2024. This notice also returned undelivered with the same postal remark.
Provisions of Section 12 of the Companies Act, 2013
Sections 12(1), 12(4), and 12(8) of the Companies Act, 2013 outline the statutory requirements for maintaining a registered office capable of receiving official communications.
- 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.”
Observations by the Adjudicating Officer on Companies Act Compliance
Based on the postal remarks, it was evident that the registered office of the company was not capable of receiving or acknowledging communications. Consequently, the provisions of Section 12 of the Companies Act, 2013 had been violated. The company and its officers, therefore, became liable for ROC penalty for registered office violation under Section 12(8).
Order Passed and Penalty Details under MCA Penalty Orders 2024
Under Section 446B, if a small company or its officers default, the penalty imposed shall not exceed one-half of the amount specified under the respective provision, subject to a maximum of ₹2,00,000 for a company and ₹1,00,000 for an officer in default.
As per the MCA portal, the company’s paid-up capital was ₹4,00,00,000 and its turnover ₹63,895 for FY 2022-23. Hence, the benefit of small company classification was extended while adjudicating the penalty.
After reviewing all facts, the ROC Office imposed the following penalties under MCA penalty orders 2024:
| Nature of Default | Violation under Companies Act, 2013 | Name of Person | No. of Days of Default | Per Day Penalty (₹) | Total Penalty (₹) | Final Penalty (₹) as per Section 446B |
|---|---|---|---|---|---|---|
| Registered office not capable of receiving communications | Section 12(1) | Company | 61 | 1,000 | 61,000 | 30,500 |
| Shri Sham Kishor Ray (Director) | 61 | 1,000 | 61,000 | 30,500 | ||
| Shri Rishi Raj (Director) | 61 | 1,000 | 61,000 | 30,500 | ||
| Shri Kumar Aman (Director) | 61 | 1,000 | 61,000 | 30,500 |
Note: The number of days was calculated from 20.01.2024 (date of item returned) till 20.03.2024 (date of order).
Source of the ROC Bihar Penalty Order
The full text of the ROC Bihar penalty order (Order No. ROC/PAT/SCN/Sec.12/11535/1497-1500 dated 12.02.2024) can be viewed at the following link: View ROC Bihar Penalty Order on MCA Portal