In a recent adjudication order passed by the Ministry of Corporate Affairs (MCA), Registrar of Companies, Telangana, a penalty of Rs. 3 lakh was imposed on a private limited company and its directors for failing to maintain a functional registered office as required under Section 12(1) of the Companies Act, 2013.
This company was incorporated on 2 January 2021 with a paid-up capital of Rs. 1,00,000 and was classified as a small company under the Companies Act. As per Section 12(1), every company must maintain a registered office capable of receiving communications and notices.
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During an inquiry initiated by the Registrar of Companies under Section 206(1), a physical inspection revealed that the company was not operating from its registered office.
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The Registrar issued a show cause notice on 4 December 2021, but it was returned undelivered with the remark “Addressee Left,” confirming that the company was no longer available at the registered premises. The company and its directors failed to respond or appear during the inquiry process.
The adjudicating officer observed that the company was in continuous default for 1607 days, from 1 February 2021 to 26 June 2025. As per Section 12(8) of the Companies Act, 2013, the company is liable for a penalty of Rs. 1,00,000, and each officer in default is also liable for a penalty up to Rs. 1,00,000.
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In this case, penalties of Rs. 1,00,000 each were imposed on the company and two directors, amounting to a total penalty of Rs. 3,00,000. This order was issued by the Registrar of Companies, Telangana, acting as the Adjudicating Officer under Section 454.
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The notice directed the company and its directors to pay the penalty individually through e-payment on the MCA website under the “Pay Miscellaneous Fees” option within 90 days.