Penalty procedure requires show-cause notice, minimum 15-day response period, and opportunity to present explanation before decision. A penalty cannot be imposed under the Companies Law unless the person, company or party has been given a show cause notice and a reasonable opportunity to present their case. If the Bench orders a show cause notice, the Registrar must issue it with not less than fifteen days for written explanation. The Bench will decide on imposition of penalty after receiving the explanation and after any oral hearing.