The order pertains to adjudication proceedings under Section 454 of the Companies Act, 2013 for an alleged violation of Section 12(8) relating to maintenance of a registered office capable of receiving communications. The Registrar of Companies, Chhattisgarh, initiated action after official correspondence sent to the company was returned undelivered with the remark “Left,” indicating non-compliance. However, the company clarified that it had already shifted its registered office through a board resolution and duly filed Form INC-22, which was approved prior to the issuance of such communications. The incorrect address was used due to an inadvertent clerical error in certain filings before the Directorate, which was subsequently rectified by filing appropriate submissions before the Tribunal. Considering the absence of mala fide intent and prompt corrective action, the adjudicating officer concluded that this was not a fit case for imposing penalties, and no monetary penalty was levied.
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/04-2026/BP/01922 |Dated: 07/04/2026
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 24/03/2015 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 or adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to PASSARY MINERALS MADHYA PRIVATE LIMITED [herein after known as Company] bearing CIN U14100CT2014PTC001598, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at SHOP NO. 207-209 & 218-220, BLOCK-C, SHRIRAM BUSINESS PARK VIDHAN SABHA ROAD, AMASEONI BARBANDA MANDDAR CEMENT FACTORY RAIPUR CHATTISGARH INDIA 493111
Individual details:
In the matter relating to KAVIT PASSARY_________
In the matter relating to PRADEEP PASSARY_________
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 Directorate vide letter no. RD(NWR)/230-232/(909)/2025-26/4317 dated 09/12/2025 whereby this office has been directed to take necessary legal action against the company Passary Minerals Madhya Private Limited (U14100CT2014PTC001598) for violation of section 12 of the Companies Act, 2013. In the said letter, it is stated that the Directorate has sent letters no. RD(NWR)/230-232/(909)/2025/2289 dated 20/08/2025 and RD(NWR)/230-232/(909)/2025/2864 dated 22/09/2025 to the applicant company at its registered office situated at Shop No. B-602, Babylon Tower, Telibandha, Raipur, Chhattisgarh 492001 (as mentioned in 2nd motion Company Petition submitted vide letter dated 03/10/2025 as well as Company Application with CAA-3 submitted on 14/08/2025) for seeking certain information/documents. However, both the letters issued to the company were returned back by the postal authorities with remarks “Left”.
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 “Left” 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. No request for e-hearing was made either by the Company or by the officers in default. Accordingly, no e-hearing was scheduled in the matter.
E. Order:
1. In response to the Show Cause Notice, it was submitted that the company has shifted its registered office in the Board meeting held on 10/06/2025 from ‘Shop No. B-602, Babylon Tower, Telibandha, Raipur (C.G.) 492001’ to ‘Shop No. 207-209 & 218-220, Block-C, Shriram Business Park, Vidhan Sabha Road, Amaseoni, Raipur (C.G.) 493111’ and the Form INC-22 had been duly filed and approved vide SRN AB6108997 dated 20/08/2025. Thereafter, the company was receiving all the documents/post/courier/parcels at its registered office address i.e. Shop No. 207-209 & 218-220, Block-C, Shriram Business Park, Vidhan Sabha Road, Amaseoni, Raipur (C.G.) 493111. The letters dated 20/08/2025 and 22/09/2025 issued by the RD(NWR) were not served upon the company, as the registered office of the company had already been duly shifted w.e.f. 10/06/2025. It was further submitted that, due to an inadvertent clerical error, certain documents filed before the O/o Directorate mentioned erstwhile registered office address. Upon becoming aware of the said mistake, the company promptly filed an appropriate rejoinder/application before the Hon’ble National Company Law Tribunal, Cuttack Bench, clarifying about the inadvertent error. It was also submitted that the lapse occurred due to oversight and without any mala fide intent or deliberate non-compliance.
In view of the above facts and circumstances, this does not seem to be a fit case for levying penalty for non-maintenance of registered office.
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 | PASSARY MINERALS MADHYA PRIVATE LIMITED having CIN as U14100CT2014P TC001598 | 0 | 0 | 100000 | |
| 2 | KAVIT PASSARY having DIN as
01475884 |
0 | 0 | 100000 | |
| 3 | PRADEEP PASSARY having DIN as 01843451 | 0 | 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
