The Ministry of Corporate Affairs ( MCA ) through the Registrar of Companies ( RoC ), Andhra Pradesh has imposed penalties on Vanamali Urban Developers Private Limited and its directors for failure to maintain an active registered office, in violation of Section 12 of the Companies Act, 2013.
The penalty order, passed under the adjudicatory mechanism prescribed in Section 454 of the Act, highlights how the company failed to ensure that their registered office remained functional and accessible to regulators, a basic but critical compliance requirement for all companies operating under Indian company law.
The matter came to light when the RoC conducted a physical verification of the registered office of Vanamali Urban Developers Private Limited and found that the premises were locked. As per the inspection report, no signboard bearing the company’s name was displayed, and no responsible person was present to answer on behalf of the company.
These findings pointed to a clear violation of Section 12(1) and 12(4) of the Companies Act, 2013, which mandate that every company must maintain a registered office capable of receiving and acknowledging communications and notices; paint or affix its name outside the office in a conspicuous position; and notify the Registrar within 30 days of any change in the office’s location.
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Given that no such compliance was evident during the RoC’s visit, the company and its directors were served with a Show Cause Notice (SCN) for default.
Section 12(1) of the Company’s Act requires every company to have a registered office from the fifteenth day of its incorporation and at all times thereafter.
Section 12(4) requires companies to report any change in their registered office address to the RoC by filing Form INC-22 within 30 days.
Failure to comply with Section 12 attracts penal provisions under Section 12(8), which states that the company and every officer in default shall be liable to a penalty of ₹1,000 for each day of continuing default, subject to a maximum of ₹1,00,000 for the company and ₹1,00,000 per officer.
Despite being given an opportunity to respond to the Show Cause Notice, neither the company nor its directors submitted any explanation or documentary evidence to rebut the allegations.
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The adjudicating officer noted that the company had failed to maintain the basic requirement of a working registered office, thereby obstructing regulatory oversight. The lack of signage, unavailability of personnel, and failure to notify any change in the registered office amounted to a continuing and willful non-compliance.
As a result the company was charged with a penaulty of ₹1,00,000 and Each Director charged with ₹1,00,000 individually. The adjudication order asserted that ignorance of law cannot be an excuse, especially for directors who are entrusted with the responsibility of statutory compliance.