Order for penalty for violation of section 88 of the Companies Act, 2013 – Non Maintaing Register of Members:
Section 88 of the companies Act 2013 states that:
(1) Every company shall keep and maintain the following registers in such form and in such manner as may be prescribed, namely:—
(a) register of members indicating separately for each class of equity and preference shares held by each member residing in or outside India;
(b) register of debenture-holders; and
(c) register of any other security holders.
(2) Every register maintained under sub-section (1) shall include an index of the names included therein.
(3) The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 (22 of 1996), shall be deemed to be the corresponding register and index for the purposes of this Act.
(4) A company may, if so authorised by its articles, keep in any country outside India, in such manner as may be prescribed, a part of the register referred to in sub-section (1), called “foreign register” containing the names and particulars of the members, debenture-holders, other security holders or beneficial owners residing outside India.
(5) If a company does not maintain a register of members or debenture-holders or other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2), the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
Office of the Registrar of Companies, Bihar-Cum-Official Liquidator, High Court, Patna
/4th Floor, 'A' Wing, Mau Lok Complex, Dakbunglow Road, Patna-800001
No. ROC/PAT/Sec. 88/13364/69
Dated: 27.07.2023
Order for penalty for violation of section 88 of the Companies Act, 2013
In the Matter of SARADA PLEASURE AND ADVENTURE LIMITED CIN: U01132BR2008PLC013364
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.
Whereas, Company M/ s. Sarada Pleasure And Adventure Limited, CIN- U01132BR2008PLC013364 (herein after known as Company) is a company incorporated on 20.06.2014 under the provisions of Companies Act, 1956/2013 in the state of Bihar and having its registered office situated at Office No S-5, Fifth Facing Towards, Chandi House Residential Complex, Exhibition Road, Patna, Bihar, 800001, India as per MCA website.
During the course of inquiry, it has been noticed that that the company has failed to maintain the statutory registers as required under sections 88 of the Companies Act, 2013. Hence, the company and its directors/officers in default have violated the provisions of section 88(1) of the Companies Act, 2013 w.r.t. non-maintenance of register of members, etc
Whereas, this office has issued show cause notice for default under section 88(1) of the Companies Act, 2013 vide this office letter no. ROC/PAT/SCN/Sec-88/13364/452-455 dated 12.06.2023.
However, this office has not received any reply from the company and its directors. Hence, the provisions of Section 88(1) of the Companies Act, 2013 has been contravened by the company and its directors/officers and therefore they are liable for penalty u/s. 88(5) of the Companies Act, 2013.
Section 88 (5) If a company does not maintain a register of members or debenture-holders or other security holders or fails to maintain them in accordance with the provisions of sub-section (1) or sub-section (2), the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
Further Section 446B states that "if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be, shall be liable to a penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of 2,00,000 in case of a company and 1,00,000 rupees in case of an officer who is in default or any other person, as the case may be"
ORDER
Having considered the facts and circumstances of the case and after taking into account the provisions of Rule-11 of Companies (Adjudication of Penalties) Rules, 2014 (as amended), I hereby impose a penalty of Rs. 300,000 (Three Lakhs) on Company and Rs. 50,000 (Fifty Thousand) each on Directors, viz., Shri Rakesh Shrivasta and Shri Sukumar Debnath and Shri Shubhankar Ray, as per Table Below for violation of Section 88(1) of the Companies Act, 2013
he 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
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. ov.in) setting forth the grounds of appeal and shall be accompanied by a certified copy of this order {Section 454(5) and 454(6) of the Act read with Companies (Adjudication of Penalties) Rules, 2014
our attention is also invited to section 454(8) of the Act in the event of non-compliance of this order
(Aparajit Barua)
Adjudicating Officer &
Registrar of Companies-Cum-
Official Liquidator, Patna