The Registrar of Companies, Gwalior, passed an adjudication order under Section 454 read with Section 12(8) of the Companies Act, 2013, imposing a penalty of ₹61,000 on the Managing Director for failure to maintain a registered office as required under Section 12(1). The violation came to light after an official communication sent to the company was returned with the remark “Addressee Left,” indicating that the company was not operating from its registered address. Despite issuance of show cause notice and opportunity for hearing, no representation was made by the company or its officers. The authority held that maintaining a functional registered office is a mandatory statutory obligation, and failure to do so constitutes a continuing default. Accordingly, the officer in default was held liable for penalty calculated on a per-day basis, with directions to rectify the default and comply within prescribed timelines.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Gwalior
Registrar Of Companies, 3rd Floor, ‘A’ Block, Sanjay Complex, Jayendra Ganj, Gwalior, Madhya Pradesh, India, 474009
Phone: 0751-2321907
Fax: 0751-2631853
E-mail: roc.gwalior@mca.gov.in
Order ID: PO/ADJ/03-2026/GL/01780 Dated: 24/03/2026
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 24/03/2015 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 SATIATE AGRI LIMITED [herein after known as Company] bearing CIN L24111MP1986PLC003741, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 31 SNEH NAGAR, F. NO. 18 VATSALAY CHAMBER, INDORE G.P.O. INDORE INDORE MADHYA PRADESH INDIA 452001
Individual details:
In the matter relating to SUDHIR 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 – An online complaint on CPGRAMs portal vide no. DCOYA/E/2025/0003097 dated 21.05.2025 has been received from Mr. Chanda Changlani against M/s Satiate Agri Limited. This office (ROC Gwalior) has sent a letter No. ROC-G/CPGRAMs/2025/275 dated 23.05.2025 to the said company, which was returned and received on 02.06.2025 to this office. The letter returned with postal authority with postal authority remark ?Addressee Left.
It is observed from the DIR-12 and Master data of the Company that Mr. Sudhir Jain was appointed as Managing Director on 22.02.2025 and would be officer-in-default.
2. The letter to company has returned with postal authority with postal authority remark Addressee Left, accordingly the matter has been taken up and opportunity of being heard has been given to the applicants on 23.02.2026.
E. Order:
1. A. A Show Cause notice bearing ID: SCN/ADJ/12-2025/GL/03169 dated 23.12.2025 was issued to its Officers in default (hereinafter referred to as the notices) under Section 454 read with Section 12(8) of the Act.
B. Thus, an opportunity of being heard was granted by the Adjudicating Officer to its Officers in default under the provisions of Section 454(4) of the Act. Accordingly, an E-hearing was scheduled on 23.02.2026 at 12:00 PM (IST) and notice bearing ID: EH/ADJ/01-2026/GL/01144 dated 27.01.2026 was issued. No director and authorised representative on behalf of the company appeared on behalf of directors.
C. Further, an online complaint on CPGRAMs portal vide no. DCOYA/E/2025/0003097 dated 21.05.2025 has been received from Mr. Chanda Changlani against M/s Satiate Agri Limited. This office (ROC Gwalior) has sent a letter No. ROC-G/CPGRAMs/2025/275 dated 23.05.2025 to the said company, which was returned and received on 02.06.2025 to this office. The letter returned with postal authority with postal authority remark ?Addressee Left.
It is observed from the DIR-12 and Master data of the Company that Mr. Sudhir Jain was appointed as Managing Director on 22.02.2025 and would be officer-in-default.
D. Based on the facts and circumstances of the case, it is observed that the Company has failed to maintain its registered office at the aforementioned address in contravention of Section 12(1) of the Act. Thus, the Company and its every Officer who is in Default shall be liable under the provisions of Section 12(8) of the Act.
E. Accordingly, the Officers in default shall be liable to a penalty of Rs. 61,000/- (Rupees Sixty One Thousand only).
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 | SUDHIR JAIN having DIN as 00046442 | 61000 | 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 Ahmedabad 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.
Anjali Pokhriyal,
Registrar of Companies
ROC Gwalior
