The order was issued by the Registrar of Companies, NCLT of Delhi & Haryana, acting as the Adjudicating Officer under section 454(3) of the Companies Act, 2013. It is an adjudication order for a penalty under section 454(3) read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014
The order is in the matter of Prateek Realtors India Private Limited (CIN: U70101DL2009PTC197028), a registered company with its registered address listed as Plot No. 101-102, Himalaya Palace, 65 Vijay Block, Laxmi Nagar, G Block, Shakarpur, East Delhi, Delhi, India, 110092.
The subject of the order is a violation of section 12(1) of the Companies Act, 2013.
Facts about the Case: Information was received through a complaint dated 20.12.2023, filed by Pankaj Prasad on the PG portal. The complaint alleged the company was non-maintenance of its registered office This was supported by a letter sent by the complainant to the company's registered address being returned undelivered with the remark "LEFT", indicating the company was not maintaining its registered office at the given address.
A Show Cause Notice (SCN) was issued by the Registrar's office on 19.01.2024 and sent to the company and its officers in default via speed post. According to postal tracking, the SCN was also not delivered at the registered office.
Replies were received from both directors on 09.02.2024 and 13.02.2024, The directors stated that since Covid-19, the company had implemented a hybrid model for employee safety and well-being, and admitted that due to this arrangement, there was a possibility that any post may be returned. The order states this admission proves the company violated section 12(1).
Relevant Legal Provision (Section 12): Section 12(1) of the Companies Act, 2013, requires that 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 notices as may be addressed to it. Section 12(8) states that 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.
Adjudication of Penalty: The penalty is leviable on the company, Prateek Realtors India Private Limited, and its two directors, Prashant Kumar Tiwari and Prateek Tiwari. The period of default was determined to be 119 days, from 22.09.2023 till 19.01.2024. The penalty calculation for each party is 119 days * ₹1000 = ₹119,000. However, the penalty is subject to a maximum of ₹1,00,000 as prescribed under section 12(8).
Therefore, the amount of total penalty for each of the three parties is ₹1,00,000.
Directions for Payment and Rectification: The company and its directors are directed to pay the penalty amount mentioned in column F (₹1,00,000 each) through online mode via www.mca.gov.in within 90 days of receipt of the order. Officers in default are required to pay the penalty from their own funds. Proof of payment must be intimated to the Registrar's office. The company and directors are directed to rectify the default immediately upon receipt of the order and file an e-form to record/register the details of the new registered office.
Appeal: An appeal against the order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, New Delhi, within sixty days from the date of receipt of the order. The appeal must be filed in Form ADJ and accompanied by a certified copy of the order.
Consequences of Non-Payment and Future Violations: Attention is drawn to section 454(8) of the Act in the event of non-payment of the penalty within the prescribed time limit. The order also advises that such violations shall not be repeated in the future and states that any subsequent contravention will invite action under section 454A of the Companies Act, 2013.
The order notes that the proceedings were processed physically because the SCN was issued on 19.01.2024, prior to a gazette notification dated 09.10.2024 which specified that pending proceedings would continue as per rules existing prior to that date.
Copies of the order are being sent to the company at its registered address and the two directors at their residential addresses, as well as the Office of the Regional Director (Northern Region)