The Registrar of Companies, Chhattisgarh passed an adjudication order under Section 454 of the Companies Act, 2013 for violation of Section 12(8) arising from non-compliance with Section 12(1) by Kirtimoya Capital Limited. The matter originated from a reference by the Regional Director after official letters seeking information relating to reduction of share capital were returned by the postal authorities with the remark “Not Known.” The company submitted that it had continuously maintained a functional registered office and attributed the non-delivery of certain communications to postal irregularities and temporary logistical issues. An e-hearing was scheduled at the request of the officers in default, but none appeared. Upon considering the submissions and records, the Registrar found the company’s contentions devoid of merit, noting that several official communications, including the Show Cause Notice, were returned undelivered, with the Show Cause Notice bearing the remark “No such person in the address.” The Registrar held that the company and its officers failed to comply with Section 12(1) and imposed penalties of ₹1,00,000 each on the company and three officers under Section 12(8), directing payment within 90 days and providing a right of appeal to the Regional Director, Hyderabad within 60 days.
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/06-2026/BP/02342 | Dated: 25/06/2026
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 10/02/2026 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 KIRTIMOYA CAPITAL LIMITED [herein after known as Company] bearing CIN
U28920CT1983PLC010058, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at INDUSTRIAL AREA VILLAGE HATHKHOJ NA BHILAI DURG CHATTISGARH INDIA 490026
Individual details:
In the matter relating to RACHNA JAIN ___________
In the matter relating to VIREN RAI JAIN__________
In the matter relating to ARJUN RAI JAIN __________
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 – This office has received a letter from the 0/o Regional Director, North-Western Region vide letter no. RD(NWR)/66/(912)/2025-26/4055 dated 26/11/2025 whereby this office has been directed to take necessary legal action for violation of section 12 of the Companies Act, 2013 against the company Kirtimoya Capital Limited (U28920CT1983PLC010058). In the said letter, it is stated that the Directorate has sent letters no. RD(NWR)/66/(912)/2025-26/2294 dated 20/08/2025 and RD(NWR)/66/(912)/2025-26/2874 dated 22/09/2025 to the company at its registered office situated at Industrial Area, Village Hathkoj, Durg, Bhilai Chhattisgarh 490026 for seeking certain information/documents in the matter of reduction of Share Capital of the Company. However, both the letters issued to the company were returned by the postal authorities with remarks “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” confirms the company’s failure to maintain its 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. In response to the Show Cause Notices, replies were received from the Company and its officers in default. Accordingly, for providing an opportunity of being heard and on the request made by the officers-in-default, an e-hearing was scheduled on 21/05/2026.
E. Order:
1. In response to the Show Cause Notice, it was submitted that the company has at all material times continuously maintained its registered office at the address as appearing in the records of the Registrar of Companies and the same remains fully functional, identifiable, and capable of receiving all communications, notices and correspondence. It was further submitted that mere return of certain postal communications with remarks such as ‘Not Known’ cannot by itself establish that the registered office was not maintained. It was also submitted that several communications/notices issued by the office of Registrar of Companies at the registered office of the company were duly received by the Company from time to time and non-delivery of certain communications may have occurred due to postal irregularities, local delivery constraints, change of delivery personnel/postman, route reallocation, or temporary identification issues in the concerned area, which were entirely beyond the control of the Company.
On the request made by the officers-in-default, an e-hearing was scheduled on 21/05/2026. Despite due service of the notice of e-hearing, none appeared for the Company and its officers in default on the date so fixed.
Upon consideration of the submissions made and the records available with this office, the contentions are found to be devoid of merit and, therefore, not tenable. The records reveal that several communications, notices, and letters issued to the company at its registered office address were returned undelivered by the postal authorities. Notably, the Show Cause Notice issued to the company in the present proceedings was also returned with the postal remark ‘No such person in the address’. The repeated return of official communications, including the Show Cause Notice, indicates that the company has failed to maintain its registered office in a manner capable of receiving and acknowledging communications and notices addressed thereto. Further, the explanation that such non-delivery was attributable to postal irregularities or temporary logistical issues does not satisfactorily explain the repeated failure of delivery.
Based on the submissions made and facts of the case, it is evident that the company and its officers in default failed to comply with the provisions of the section 12(1) of the 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 | KIRTIMOYA CAPITAL LIMITED having CIN as U28920CT1983P LC010058 | 100000 | 0 | 100000 | |
| 2 | RACHNA JAIN having DIN as 00207539 | 100000 | 0 | 100000 | |
| 3 | VIREN RAI JAIN having DIN as 00237657 | 100000 | 0 | 100000 | |
| 4 | ARJUN RAI JAIN having DIN as 02700442 | 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
