The Registrar of Companies (ROC), Chhattisgarh, imposed penalties under Section 454 read with Section 12(8) of the Companies Act, 2013 for failure to maintain a valid registered office capable of receiving official communications. Notices and adjudication orders sent to the company were repeatedly returned undelivered with remarks such as “Not Known,” establishing non-compliance with Section 12(1). Despite opportunities for hearing, the company failed to provide documentary proof of receipt of communications or justify its compliance. The ROC held that maintaining a functional registered office is a mandatory statutory obligation, and failure attracts penal consequences irrespective of other proceedings like revival before NCLT. Accordingly, penalties of ₹1 lakh each were imposed on the company and its directors. The order reinforces strict compliance with statutory communication requirements and highlights that procedural lapses cannot be cured by unrelated submissions.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chhattisgarh
Registrar of Companies cum Official Liquidator, 1st Floor, Ashok Pingley Bhawan, Municipal Corporation, Nehru Chowk,
Bilaspur, Chhattisgarh, India, 495001
Phone: (07752)-250092(D),250094
E-mail: roc.bilaspur@mca.gov.in
Order ID: PO/ADJ/02-2026/BP/01663 | Dated: 27/03/2026
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 24/03/2015appointed 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, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to A. V. BUILDERS & INFRASTRUCTURES INDIA PRIVATE LIMITED [herein after known as Company] bearing CIN U45200CT2010PTC022111, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 26 / 943, RAVI NAGAR, NEAR RANI SATI TEMPLE, RAJA TALAB NA RAIPUR CHATTISGARH INDIA 492001
Individual details:
In the matter relating to PARAG AGRAWAL ___
In the matter relating to KANHAIYA AGRAWAL__________
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 this office had initiated e-Adjudication proceedings and issued Show Cause Notice to the company and its officers in default, on 08/01/2025 for the violation of provisions of section 137(1) & 92(4) of the Companies Act, 2013 pertaining to the financial years 2014-15, 2015-16 & 2016-17. Physical copies of the said notices were also dispatched to the company and its officers in default. However, the notices issued to the company were returned undelivered with the postal remark ‘Not Known’ on 13/01/2025.
Subsequently, after providing reasonable opportunity of being heard, this office passed adjudication orders on 21/02/2025 against the company and its officers in default for the aforementioned violations. Physical copies of the same were also sent to the company and its officers in default but the orders issued to the company were again returned undelivered dated on 27/02/2025 with the postal remark ‘Not Known’.
As per section 12(1) of the Companies Act, 2013, a company shall, within thirty days of its incorporation and at all times, thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. The recurrence of undelivered official communications, marked with the endorsement ‘Not Known’, evidences the company’s failure to maintain a registered office capable of receiving and acknowledging correspondence, in contravention of Section 12(1) of the Companies Act, 2013, thereby attracting penal consequences under Section 12(8) of the said Act.
2. The company has submitted irrelevant reply, which is not related to the Show Cause Notice, therefore, for providing opportunity of being heard and on the request of the company and its directors, an e-hearing was scheduled on 23/09/2025.
E.Order:
1. In response to the Show Cause Notice, it was submitted that the Company was formed with an objective of purchase, sell, import, export, manufacture, repairs or otherwise deals in all kinds of buildings requisites dated 15th October 2010. The Registrar of Companies, Chhattisgarh, (i.e., the Respondent) struck off the name of the Company form the Register of Companies maintained by it, pursuant to Section 248(1) (c) of the Companies, Act, 2013, for non-filing of Financial Statements (Form AOC-4) and Annual Return (Form MGT-7) for a continuous period of seven financial years (i.e. from the F.Y. 2015-16 to 2021-22) as per the Notice STK-07 dated 29th August 2018. The Company filed a petition to the NCLT, Cuttack Bench for revival of the company to which the NCLT passed an order dated 26.07.2024. The Company filed petition to NCLT u/s 97 for calling an AGM on 03.01.2025. NCLT pronounced its order for convening AGM on 22.08.2025.
During the e-hearing held on 23/09/2025, Shri Harikshit Sinha, Practicing Company Secretary, appeared on behalf of the company and its officers in default. Upon being asked about the notices issued to the company and acknowledgement of the receipt of said notices issued by this office, he submitted that the company has received few letters at the correspondence address of the company. Accordingly, this office directed him to submit documentary proof in support of the same and asked him to provide the dates on which said letters were received by the company, via mail, by the end of the day. However, no such information has been received till date.
The contentions made by the company and its officers in default are not tenable as the written submission made by the company are unrelated to the matter for which show cause notice was issued. Further, failure to submit documentary proof confirms the company’s failure to comply with the provisions of section 12(1) of the Companies Act, 2013. Accordingly, the Company and its officers in default are liable for penal action under the Companies Act, 2013.
Therefore, I am imposing penalty as prescribed under section 12(8) of the Companies Act, 2013 on the company and its officers in default for the aforementioned non-compliance.
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 | A. V. BUILDERS & INFRASTRUCTU RES INDIA PRIVATE LIMITED having CIN as U45200CT2010P TC022111 | 100000 | 0 | 100000 | |
| 2 | PARAG AGRAWAL having DIN as 03264053 |
100000 | 0 | 100000 | |
| 3 | KANHAIYA AGRAWAL having DIN as 03264707 |
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 Hyderabad 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.
Sudhir Kapoor,
Registrar of Companies
ROC Chhattisgarh
