The Registrar of Companies, Uttarakhand imposed penalties under Section 12(8) of the Companies Act, 2013 against a private company and its directors for failure to maintain a functional registered office capable of receiving communications and notices. The proceedings began after a complaint sent to the company’s registered office was returned undelivered. Subsequent physical verification by ROC officials revealed that the premises were under construction, lacked any company signboard, and no director or representative was present. The company argued that the office was temporarily non-functional due to reconstruction and financial disputes, but the ROC rejected the explanation, holding that Section 12 requires continuous maintenance of a registered office capable of receiving notices. The authority observed that management disputes and pending litigation could not excuse statutory non-compliance. Since the company qualified as a small company under Section 2(85), reduced penalties under Section 446B were applied, resulting in penalties of Rs. 50,000 each on the company and its two directors.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Uttarakhand
Mezzanine Floor 78, Rajpur road , Office No. 259, Shri Radha Palace Dehradun The Mall, Dehradun, Uttarakhand, India, 248001
Phone: 0135-2745012/0135-2745013
E-mail: null
Order ID: PO/ADJ/05-2026/DD/02265 | Dated: 25/05/2026
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. 698(E) dated 10/02/2026appointed 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 HIM AND KAYS AGRO PRIVATE LIMITED [herein after known as Company] bearing CIN U01400UR2012PTC000397, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at HIM AND KAYS HOUSE, 301, PHASE II VASANT VIHAR, DEHRADUN NA DHERADUN DEHRADUN UTTARAKHAND INDIA 248006
Individual details:
In the matter relating to HIMANSHU SINGH PANWAR __________
In the matter relating to KANIKA SINGH ____________
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 Section 12(1) of the Companies Act, 2013 provides that every company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices.
A Complaint into affairs of the Company was received vide email dated 16.08.2025. Same was forwarded to the Company vide letter dated 19.08.2025 at the registered Address of the Company as per MCA records for comments. It is observed that aforesaid letter dated 19.08.2025 returned undelivered from the registered Office of the Company .
Further, this office conducted physical verification with respect to the registered office of the above-named company situated at Him And Kays House, 301, Phase II Vasant Vihar, Dehradun, Uttarakhand, India, 248006.
During the course of such verification conducted on 03.02.2026, it was observed that there was no sign board and neither any information related to the Company was found nor any director/ person found at the premises. The premises were found under construction and not functioning and the communication also returned undelivered. In view of aforesaid facts and the provisions of Section 12 of Companies Act, 2013.
it appears that the company has failed to comply with the provisions of Section 12 of the Companies Act, 2013.
Now therefore, the company and its officers in default are hereby called upon to show cause as to why action should not be taken against them under Section 12(8) of the Companies Act, 2013 for the aforesaid non-compliance.
2. Hearing Requested by the Company as in the written submission dated 13.04.2026, it has been written that the noticee crave leave to add, alter, amend or supplement the reply at the time of hearing.
E. Order:
1. Whereas Section 12(1) of the Companies Act, 2013 provides that every company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices.A complaint into the affairs of the Company from Col. Devendra Singh was received vide email dated 16.08.2025. The same was forwarded to the Company vide letter dated 19.08.2025 at the registered office address of the Company as available on MCA records for furnishing comments/explanation. However, the aforesaid communication dated 19.08.2025 was returned undelivered from the registered office address of the Company.Further, this office conducted physical verification of the registered office of the Company situated at Him And Kays House, 301, Phase-II, Vasant Vihar, Dehradun, Uttarakhand-248006 on 03.02.2026. During the course of such verification, it was observed that no signboard of the Company was displayed at the premises and neither any information pertaining to the Company nor any director/authorized representative was found available at the said address. The premises were found to be under construction and non-functional for the purpose of receiving and acknowledging communications and notices. In addition, communications sent by this office had also returned undelivered.Accordingly, in view of the aforesaid facts and circumstances, it appeared that the Company had failed to comply with the provisions of Section 12 of the Companies Act, 2013 and therefore the Company and its officers in default were called upon to show cause on 30.03.2026 as to why action should not be initiated against them under Section 12(8) of the Companies Act, 2013 for the aforesaid non-compliance.In response to the show cause notice dated 30.03.2026 and during the course of hearing, the Company and its directors submitted that the registered office premises were under reconstruction and that the absence of staff was temporary, incidental and unintentional in nature. It was further submitted that the Company had been facing prolonged financial and operational difficulties arising out of disputes, litigation, alleged wrongful acts of third parties and disruption of business activities, resulting in negligible business operations during the past several years. Company and its Directors have further stated in their reply dated 13.04.2026 that provisions of the Section 12(1) of the Companies Act 2013 are concerned with the existence and functionality of the registered office, not with the continuous physical presence of a director or staff member at all times. This statement is not found tenable in light of provisions of Section12 which explicitly states that every company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices. Here the Show Cause Notice dated 30.03.2026 was not issued to Company for non-presence of Directors/Staff members all the time. Show Cause Notice was specifically issued for seeking their comments over the failure of Company in receiving the Complaint filed by Col. Devendra Singh on 19.08.2025 as the same was received undelievered on 23.08.2025, itself makes it a case of violation of Section 12.However, on 03.02.2026, the date of physical inspection Registered Office of the Company was found not maintained as per provisions of Section 12 and despite the aforesaid submissions, the Company and its officers failed to furnish satisfactory documentary evidence demonstrating that the registered office was effectively maintained and capable of receiving and acknowledging communications and notices as required under the provisions of Section 12 of the Companies Act, 2013. It is further stated in the written submission of company and its directors dated 13.04.2026 that the company and its directors have been suffering extraordinary hardship for years due to e wrongful and fraudulent acts of Col Devendra Singh and Mrs Sunita Singh and a FIR dated 03.07.2025 has been filed in criminal case no 89/2025, based on which the charge sheet was filed and the case is sub judice. In this regard, it is observed that in the captioned complaint of Col. Devendra Singh dated 16.08.2025 which returned undelivered, Col. Devendra Singh has alleged wrongful omission of his name as Director in the Company and deliberate falsification of statutory records and deceitful acquisition of assets of Om Radha Narayan Natural Aqua Minerals (owned by Mrs. Sunita Singh) in violation of Business Transfer Agreement dated 25.06.20214. He has further stated violation of Shareholder Agreement. It is also pertinent to mention here that Col. Devendra Singh has filed a writ petition no 577 of 2026 before Hon?ble High Court of Uttarakhand at Nainital making this Office as a Respondent alleging the same and stated that due to aforesaid disagreements/conflicts criminal case 89/2025 before the court of the Judicial Magistrate/Civil Judge (Junior Division), Gangolihat. has been filed against Mrs. Sunita which has been challenged by him before Hon?ble High Court of Uttarakhand at Nainital in Criminal Misc. Application C528 No 1406 of 2025. It is observed that aforesaid dispute seems to be Management Dispute, breach of Business Transfer Agreement and Shareholder Agreement already sub-judice and present proceedings are held for adjudication of penalty under Section 454 of Companies Act, 2013 for violation of Section 12 (8) of Companies Act, 2013. In view of the above, considering facts of the case as mentioned above and reply of the Company/Directors dated 13.04.2026 and submissions made during hearing on 19.05.2026 observed that this office letter dated 19.08.2025 forwarding a complaint of Col. Devendra Singh, into the affairs of the captioned Company dated 16.08.2025, was returned undelivered from the registered office address of the Company. Also, Registered Office of the Company was not found to be maintained as per provisions of Section 12 of the Companies Act, 2013 at the time of physical verification conducted by this office dated 03.02.2026. The Company and its Directors 2026 failed to provide any evidentiary document to prove that the Company was capable of receiving and acknowledging communications and notices, thereby establishing non-compliance of the provisions of Section 12 of the Companies Act, 2013. Thus, the Company and every officer who is in default, as mentioned in the Show Cause Notice dated 30.03.2026, are therefore liable for penal action under Section 12(8) of the Companies Act, 2013.Further, as per the Master Data, the Company falls within the definition of a Small Company under Section 2(85) of the Companies Act, 2013, the provisions of Section 446B of the Act are applicable and accordingly the penalty imposable on the Company and its officers in default is restricted to one-half of the penalty specified under the relevant provisions of the Act.
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 | HIM AND KAYS AGRO PRIVATE LIMITED having CIN as U01400UR2012P TC000397 | 50000 | 0 | 100000 | |
| 2 | HIMANSHU SINGH PANWAR having DIN as 02321415 | 50000 | 0 | 100000 | |
| 3 | KANIKA SINGH having DIN as 05279053 | 50000 | 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 Chandigarh 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.
Lata Sisodiya,
Registrar of Companies
ROC Uttarakhand
