The Registrar writes for four different reasons and uses four different sections. The seriousness runs from an information request that costs you an afternoon to a strike-off that dissolves the company and disqualifies its directors. The good news is that all four are answered by the same discipline: identify the section, find the date, assemble the filings, reply inside the window. Companies get into real trouble not because the notice was serious but because nobody replied.
| Notice | Provision | What it wants | Your clock | If you ignore it |
|---|---|---|---|---|
| Call for information or documents | Section 206(1) | Written information, explanation or documents about something in a filing or received by the Registrar | The reasonable time specified in the notice, extendable by the Registrar (Section 206(2)) | A second notice under Section 206(3) calling for the books for inspection, with reasons recorded, and an inquiry |
| Strike-off notice | Section 248(1) | Representations against removal of the name, where the company has not commenced business within a year of incorporation or has not carried on business for two financial years | Thirty days from the date of the notice | Name struck off and the company dissolved on publication in the Gazette (Section 248(5)) |
| Show-cause for penalty | Section 454 and Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 | Why a penalty should not be imposed for a stated non-compliance | Not less than fifteen and not more than thirty days from service, extendable once by up to fifteen days for sufficient cause | Penalty imposed in your absence (Rule 3(11)), appeal to the Regional Director within sixty days (Section 454(6)) |
| Prosecution or compounding | Section 441 and the offence section named | Either a complaint is being filed, or you are invited to apply to compound | The date in the notice, and the court's process if a complaint is already filed | Criminal proceedings for the offence before the criminal court |
What does a Section 206 notice mean and how do I answer it?
Section 206(1) lets the Registrar, on scrutiny of any document filed by the company or on information received, require the company by written notice to furnish information or explanation in writing, or to produce documents, within a reasonable time specified in the notice. Section 206(2) makes it the duty of the company and its officers to comply fully, and extends that duty to former officers for past periods if the Registrar serves them. Answer it fully, with documents, and keep the reply factual. Section 206(3) allows a second notice calling for books and further explanations where the first reply is inadequate or discloses an unsatisfactory state of affairs, but only after the Registrar records reasons in writing. Section 206(4) is the serious end: where the Registrar is satisfied that the business is being carried on for a fraudulent or unlawful purpose, he may inform the company of the allegations by written order and carry out an inquiry. A complete first reply is what keeps the file at sub-section (1).
We got a strike-off notice. Do we want to fight it?
Decide that before you write a word. Section 248(1) requires the notice to go to the company and all its directors, stating the Registrar's intention to remove the name and asking for representations with documents within thirty days. If the company is genuinely dead and has no liabilities, letting it go can be the cheapest exit, though the cleaner route is your own application under Section 248(2) so that the record shows a voluntary closure. Our guide to striking off a company in Form STK-2 sets out that route. If the company is alive, or has assets, bank accounts, contracts or litigation, object within the thirty days with the evidence of business, and bring the annual filings up to date at the same time, because the notice is almost always triggered by non-filing. Remember Section 248(6): before striking off, the Registrar must be satisfied that provision has been made for the company's dues and liabilities, and can take undertakings from the directors. A struck-off company can be restored by the Tribunal under Section 252, on an appeal within three years by a person aggrieved, or on an application within twenty years by the company, a member, creditor or workman, but restoration is a petition with costs and delay.
What happens in an adjudication under Section 454?
An adjudicating officer, who is an officer not below the rank of Registrar appointed under Section 454(1), issues a written show-cause notice under Rule 3(2) of the Companies (Adjudication of Penalties) Rules, 2014. The notice must state the non-compliance alleged, the penal provision and the maximum penalty (Rule 3(3)). The reply is filed electronically within the period stated, which must be between fifteen and thirty days, and Rule 3(4) allows one extension of up to fifteen days for sufficient cause. If a hearing is needed the officer fixes it within ten working days of your reply (Rule 3(5)). Section 454(4) guarantees a reasonable opportunity of being heard before any penalty. The order must come within thirty days of the reply period where there is no hearing, or ninety days of the notice where there is (Rule 3(7)), and Rule 3(12) lists the factors that fix the amount: the size and nature of the company, injury to public interest, the nature and repetition of the default, and any disproportionate gain. The penalty falls on the company and on every officer in default, and Section 454(6) gives sixty days to appeal to the Regional Director. Section 454(8) makes non-payment within ninety days of receiving the order a separate offence. So the reply is not a formality: it is the only place the mitigating factors get on the record.
Can we compound instead of being prosecuted?
For offences punishable with fine only, yes. Section 441(1) allows such offences to be compounded before or after prosecution is instituted, by the Tribunal or, for smaller offences, by the Regional Director, on payment of a sum not exceeding the maximum fine. The application goes to the Registrar, who forwards it with his comments (Section 441(3)(a)). Two limits bite: Section 441(2) bars compounding of an offence committed within three years of a similar offence being compounded, and the third proviso to Section 441(1) bars compounding while an investigation under the Act is pending. Offences carrying imprisonment are outside this section and go to a criminal court. In fixing the compounding sum the additional fee already paid for late filing under Section 403(2) is taken into account, which is a reason to regularise the filings before you apply.
- The notice itself, the envelope or email header showing the date of service, and the section printed on it
- The last three years of financial statements, annual returns and the filing acknowledgements, to see exactly which filing is missing
- Board minutes and resolutions covering the transaction or period the notice asks about
- The register of directors and members as they stood at the relevant dates, so that officers in default are correctly identified and former directors are not wrongly named
- Bank statements and contracts, if the notice is a strike-off notice and you intend to show the company is carrying on business
- For a delayed filing, a draft application under Section 460 for condonation of delay by the Central Government, with reasons recorded, to run alongside the reply
What I tell boards when the envelope arrives
Treat the date on the notice as a limitation date. A Section 206 reply is a document exercise and a company secretary can carry most of it. A Section 248 notice is a strategic decision and a director's problem, because disqualification under Section 164(2) follows the same non-filing that triggered it. A Section 454 show-cause is a mini-trial on paper, and the mitigation you write in the reply is the mitigation you get. In all three, the company that replies with its filings brought current and a candid explanation of why they were late is treated very differently from the company that replies with a request for time. If the notice names a director who had already resigned, see our note on correcting the portal and raise it in the reply.