The Ministry of Corporate Affairs, through the Registrar of Companies, Mumbai, passed an adjudication order under Section 454 of the Companies Act, 2013 for prolonged non-compliance with Section 12(4) read with Section 12(8) concerning failure to intimate change of registered office. An inspection ordered in 2019 revealed that the registered office was found closed during physical verification on 30 May 2019, with enquiries confirming that the company had vacated the premises about a year earlier. Despite this, the company failed to file e-Form INC-22 on the MCA21 portal notifying the change of registered office, and the same default continued till 31 December 2025. Show cause notices were issued and an e-hearing was scheduled, but no response or appearance was made. Considering a continuous default of 2,408 days, the Adjudicating Officer imposed the maximum statutory penalty of ₹1,00,000 each on the company and its directors, directed rectification, and clarified that Section 446B relief was inapplicable as the default arose prior to 22 January 2021.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/12-2025/MB/01305 Dated: 31/12/2025
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 12(8) OF THE COMPANIES ACT, 2013.
A. Appointment of Adjudicating Officer:
Ministry of Corporate Affairs vide its Gazette notification number S.O. 831(E) dated 24/03/2015 appointed undersigned as Adjudicating Officer in exercise of the powers conferred by 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.
B. Company details:
In the matter relating to PANACHE FURNITURE AND INTERIORS PRIVATE LIMITED [herein after known as Company] bearing CIN U74110MH2016PTC272567, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at GROUND PLUS 1ST FLOOR, RAIMASTER COMPOUND, B/S SHRI DURGA WEIGH BRIDGE, MANPADA G.B.ROA D,THANE(W) NA THANE THANE MAHARASHTRA INDIA 400607
Individual details:
In the matter relating to MEHFOOZ KHAN ——–
In the matter relating to RAJESH RAMESH INDULKAR ——-
C. Provisions of the Act:
If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees
D. Facts about the case:
1. Default committed by the officers in default/noticee – Whereas, the Ministry vide its letter F. No. 3/726/2018-CL-II(WR) dated 01.01.2019 had ordered an Inspection in the matter of the subject company. Accordingly, the Inspection was carried out and an Inspection Report was submitted on 03.03.2021.
Whereas, IO visited the registered office of the Company situated at Ground Plus 1st Floor, Raimaster Compound, B/s Shri. Durga Weigh Bridge, Manpada, G.B. Road, Thane (W), Thane, Maharashtra 400607 for physical verification on 30.05.2019 and found it to be closed. Name of the company was not affixed or painted anywhere at the given address. Upon enquiring with Security person and employee working at given address, the IO was informed that the company left the said address almost year ago. Further, the letter dated 07.01.2021 also bears the registered office address as available in the MCA21 records.
Whereas Section 12(4) of the Companies Act, 2013 provides that, notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.
RULE 27 (1) of The Companies (Incorporation) Rules, 2014 provides that, the notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.
However, the Company has not filed an eForm INC 22 on the MCA21 portal intimating change in its registered office address, in compliance with the provisions of section 12(4) of the Companies Act, 2013.
2. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer accorded an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 24.12.2025.
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/08-2025/MB/02424 dated 15.10.2025 was issued to Company and its Officers in default viz.Mr. MEHFOOZ KHAN (Director) and Mr. RAJESH RAMESH INDULKAR (Director) (hereinafter referred to as the noticees) under Section 454 read with Section 12(8) for default under Section12(4) of the Act.
B. No reply was received from the Noticees on E-adjudication Portal. Thus, the Adjudicating Officer accorded an opportunity of being heard to the Company and its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 24.12.2025 at 02:52 PM (IST) and notice bearing ID: EH/ADJ/12-2025/MB/00976 dated 17.12.2025 was issued for the same.
C. No one attended the scheduled E-hearing.
D. On the basis of Inspection report, it is observed that the Company failed to file INC-22 on the MCA21 portal intimating change in its registered office address, in compliance with the provisions of section 12(4) of the Companies Act, 2013. As per details available on MCA portal, the Company has not filed E-form INC-22 for change in registered office till date of this order that is 31.12.2025. Thus, the period of default is considered from the date of physical verification of the Registered Office of the Company carried out by the IO that is 30.05.2019 till 31.12.2025 total of 2408 days. Therefore, the Company and its Officers in default shall be liable to a penalty of Rs. 1000/- for every day aggregating to Rs. 24,08,000/- (Rupees Twenty-four lakhs Eight thousand only) maximum upto Rs. 1,00,000/- (Rupees One lakh only) under the provisions of Section 12(8) for default of Section 12(4) of the Act read with rule 27 (1) of The Companies (Incorporation) Rules, 2014.
E. In the instant case, cause of action i.e. date of default is 30.05.2019, accordingly, Section 446B shall not be applicable as the said section became applicable to the provisions other than section 92(5), 117(2) and 137(3) of the Act, after 22.01.2021 i.e. the date on which Companies (Amendment) Act, 2020 commenced.
2. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose a penalty of Rs. 1,00,000/- (Rupees One Lakh only) each on the Company and its Officers in default viz. Mr. MEHFOOZ KHAN (Director) and Mr. RAJESH RAMESH INDULKAR (Director) under Section 12(8) of the Act.
3. The details of penalty imposed on the company, officers in default and others are shown in the table below:
| (A) | Name of person on whom penalty imposed (B) | Rectification of Default required (C) | Penalty Amount (D) | Additional Penalty (E) (*Per day of continuing default i.e. date of rectification of default less order issue date) | Maximum limit for Penalty (F) |
| 1 | PANACHE FURNITURE AND INTERIORS PRIVATE LIMITED having CIN as U74110MH2016P TC272567 | Noticees are directed to to file E-form INC-22 on the MCA21 portal intimating change in its registered office address, in compliance with the provisions of section 12(4) of the Companies Act, 2013 | 100000 | 0 | 100000 |
| 2 | MEHFOOZ
KHAN having DIN as 06714030 |
Noticees are directed to to file E-form INC-22 on the MCA21 portal intimating change in its registered office address, in compliance with the provisions of section 12(4) of the Companies Act, 2013 | 100000 | 0 | 100000 |
| 3 | RAJESH RAMESH INDULKAR having DIN as 07025568 |
Noticees are directed to to file E-form INC-22 on the MCA21 portal intimating change in its registered office address, in compliance with the provisions of section 12(4) of the Companies Act, 2013 | 100000 | 0 | 100000 |
3. The notified officers in default/noticee shall rectify the default mentioned above and pay the penalty, so applicable within 90 days of receipt of the order.
4. The notified officers in default/noticee shall pay the penalty amount via ‘e-Adjudication’ facility which can be accessed through the respective login IDs on the website of Ministry of Corporate Affairs and upload the copy of paid challan / SRN of e-filing (if applicable) on the ‘e-Adjudication’ portal itself. It is also directed that the penalty so imposed upon the officers in default shall be paid from their personal sources/income.
5. Appeal against this order may be filed in writing with the Regional Director, RD Mumbai within a period of sixty days from the date of receipt of this order, in Form ADJ setting for the grounds of appeal and shall be accompanied by a certified copy of this order [Section 454 (5) & 454 (6) of the Act, read with Companies (Adjudication of Penalties) Rules, 2014].
6. For penal consequences of non-payment of penalty within the prescribed time limit, please refer Section 454(8) of the Companies Act, 2013.
Chandan Kumar,
Registrar of Companies
ROC Mumbai
