The Registrar of Companies, Chennai passed an adjudication order imposing penalties under Section 450 of the Companies Act, 2013 for contravention of Section 12 and Rules 25 and 27 of the Companies (Incorporation) Rules, 2014. The company had filed Form INC-22 for change of registered office within local limits, but subsequent scrutiny revealed that certain particulars and mandatory attachments were incorrectly filled or omitted, rendering the filing non-compliant. Although the company later rectified the lapse by submitting complete and correct details through fresh filings, the initial non-compliance attracted penal provisions. During adjudication, the company sought leniency on the ground that it was a DPIIT-recognised start-up facing financial constraints. Accepting this plea, the Adjudicating Officer invoked Section 446B and imposed a reduced penalty of ₹5,000 each on the company and its directors. The order reiterates that even procedural lapses in statutory filings invite penalties, though start-ups may receive proportional relief where permitted by law.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/01-2026/CN/01375 Dated: 21/01/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 450 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 BON FRESH FOODS PRIVATE LIMITED [herein after known as Company] bearing CIN U15131TN2016PTC111709, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO: 2/56, 7TH STREET, U BLOCK, ANNA NAGAR NA CHENNAI CHENNAI TAMIL NADU INDIA 600040
Individual details:
In the matter relating to PIYUSH BHANDARI ——-
In the matter relating to MOHAMED YUSUFF JAHABAR SADIQUE . ——–
In the matter relating to SADAGOPAN BALAJI .——-
C. Provisions of the Act:
If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been accorded, given or granted, and for which no penalty or punishment is provided elsewhere in this Act, the company and every officer of the company who is in default or such other person shall be 1[liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person]
D. Facts about the case:
1. Default committed by the officers in default/noticee – The Company has filed the Adjudication Application under 454 of the Companies Act, 2013 for contravention of section 12(2) & (4) of the Companies Act, 2013 and Rule 25 and 27 of the Companies (Incorporation) Rules, 2014. Section 12. Registered Office of Company (2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.
(4) 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 25. Verification of Registered Office
1. The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and
2. There shall be attached to said Form, any of the following documents, namely:-
a. the registered document of the title of the premises of the registered office in the name of the company; or
b. the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
c. the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and
d. the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.
Rule 27. Notice and Verification of Change of Situation of the Registered Office.-
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.
The Company had filed Form INC-22 with the Registrar of Companies, Chennai vide SRN R68091354 dated October 21, 2020 for change in situation of Registered Office within local limits from 47, Jamal?s Palazzo, Medavakkam main Road, Keelkattalai, Chennai 600117 to No: 2/56, 7th Street, U block, Anna Nagar, Chennai 600040 with effect from October 21, 2020 pursuant to the resolution passed by the Board of Director?s dated October 21, 2020 in accordance with the section 12(2) & (4) of the Companies Act, 2013 and Rule 25 and 27 of the Companies (Incorporation) Rules, 2014. Upon subsequent review it has come to the Board?s attention that certain particulars and attachments in the said Form INC-22 were either in advertently filled incorrectly or omitted, and it was consequently observed that the filed Form INC-22 is not in conformity with the requirements of Rule 25 and 27 of the Companies (Incorporation) Rules, 2014. The Company has not complied with the provisions of Rule 25 and 27 of the Companies (Incorporation) Rules, 2014. Hence the Company and its Directors liable under section 450 of Companies Act, 2013.
2. The Adjudicating Authority had issued noticed for e-adjudication on 05.12.2025. The Company vide letter dated 09.12.2025 submitted that the Company continues to be recognized as a start-up at from the date of the aforesaid contravention to the date of this letter and the Company has been incurring losses and is currently not in a financial position to bear higher penalties and further, submitted that imposition of a higher penalty would adversely affect the interest of its stakeholders. The company further requested to consider imposition of a lesser penalty, i.e., one-half of the amount stipulated under section 450 of the Companies Act, 2013. Further, the Adjudicating Authority had issued notice on 30.12.2025 for e-hearing scheduled on 30.12.2025. Mr. T H Vijay Prasad, Practicing Company Secretary appeared for the e-hearing scheduled on 30.12.2025 and submitted that, a lesser penalty may be considered, as the company is recognized as a start-up.
E. Order:
1. The Company Bon Fresh Foods Private Limited and its Directors Jahabar Sadique , Piyush Bhandari and Sadagopan Balaji have filed E-Form GNL-1 vide SRN: N31202815 dated 10.07.2025 and have also submitted a physical Suo-moto adjudication application under Section 454 of the Companies Act, 2013 for the non-compliance of provisions of Section 12 of the Companies Act, 2013. Pursuant to the Adjudication Application it is noticed that, the Company had filed Form INC-22 with the Registrar of Companies, Chennai vide SRN R68091354 dated October 21, 2020 for change in situation of Registered Office within local limits from 47, Jamal’s Palazzo, Medavakkam main Road, Keelkattalai, Chennai 600117 to No: 2/56, 7th Street, U block, Anna Nagar, Chennai 600040 with effect from October 21, 2020, pursuant to the resolution passed by the Board of Director’s dated October 21, 2020 in accordance with the section 12(2) & (4) of the Companies Act, 2013 and Rule 25 and 27 of the Companies (Incorporation) Rules, 2014. Upon subsequent review it has come to the Board’s attention that certain particulars and attachments in the said Form INC-22 were either inadvertently filled incorrectly or omitted, and the filed Form INC-22 is not in conformity with the requirements mandated under Rule 25 and 27 of the Companies (Incorporation) Rules, 2014.
Further, the Company vide letter dated 06.01.2026, submitted that the Company has submitted the correct and complete particulars of the registered office of the company, along with the requisite supporting documents and also the said registered office particulars have been submitted online in E-form GNL-1 vide SRN AC1044418 dated 06.01.2025. In view of the above, it is evident that the Company had violated Rule 25 and 27 of the Companies (Incorporation) Rules, 2014.
Hence, the Company and its directors in default are liable for penal action under Section 450 of the Co Act, 2013.
Considering the fact that the Company is recognized as a startup by the DPIIT, I am inclined to impose lesser penalty on the Company and its Officers in default, in accordance with the provisions of Section 446B of the Companies Act, 2013.
2. 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 | BON FRESH FOODS PRIVATE LIMITED having CIN as U15131TN2016P TC111709 | 5000 | 0 | 200000 | |
| 2 | PIYUSH BHANDARI having DIN as 00362706 |
5000 | 0 | 50000 | |
| 3 | MOHAMED YUSUFF JAHABAR SADIQUE . having DIN as 05223992 |
5000 | 0 | 50000 | |
| 4 | SADAGOPAN BALAJI . having DIN as 07485814 | 5000 | 0 | 50000 |
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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
