The Registrar of Companies, Bangalore, passed an ex-parte adjudication order imposing penalties under Section 454 of the Companies Act, 2013 for violation of Section 12(8), which mandates maintenance of a registered office capable of receiving communications. The company failed to respond to official correspondence, with notices returned marked “no such addressee,” establishing that it had not maintained a proper registered office. Despite multiple opportunities, including show cause notices and rescheduled hearings, neither the company nor its directors appeared or filed submissions. One officer’s claim of a different address, not registered with MCA, further confirmed non-compliance. Consequently, penalties of ₹1,00,000 each were imposed on the company and its defaulting officers. The order emphasized statutory compliance obligations, accountability of officers, and consequences of non-cooperation with regulatory proceedings, directing payment within 90 days and allowing appeal within 60 days.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Bangalore
Registrar Of Companies, ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bangalore, Karnataka, India, 560034
Phone: 080-25633105,080-25537449
E-mail: roc.bangalore@mca.gov.in
Order ID: PO/ADJ/03-2026/BL/01905 Dated: 28/03/2026
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 VALUEMART RETAIL (INDIA) LIMITED [herein after known as Company] bearing CIN U51909KA2007PLC041431, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at NO.1371, SRI NIKETHAN, 1ST FLOOR 31ST B CROSS, JAYANAGAR, 4TH T BLOCK NA BANGALORE BANGALORE KARNATAKA INDIA 560041
Individual details:
In the matter relating to VASUDEVAN CHERUVALLIPADY KRISHNAN——–
In the matter relating to RAJESH CHETANJI TAWRI——-
In the matter relating to CHERUVALLI KRISHNAN PRABHAKARAN——–
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 – The IO during Inquiry reported that on 04.03.2021, this office has issued a letter to the company directing to submit documents/information/records. However, no reply was received from the company. Infact the letter issued was returned with postal remark as “no such addressee”.
In view of the above, the IO had concluded in his report that the company has not maintained registered office for the purpose of receiving correspondence thereby resulted in violation of Section 12 of the Companies Act, 2013.
2. The company and officers in default have not replied in E-module for hearing. However, this office has provided the hearing to the company and Officers in default. The order is issued based on the non-compliance of the company and notice for adjudication.
E. Order:
1. During the course of Inquiry under section 206(4) of the Companies Act, 2013, it is reported by the IO that a letter was issued to the company directing to submit documents/information/records. However, no reply was received from the company. Infact the letter issued was returned with postal remark as “no such addressee”. In view of the above, the IO had concluded in his report that the company has not maintained registered office for the purpose of receiving correspondence thereby resulted in violation of Section 12 of the Companies Act, 2013.
Pursuant to the above stated violation, show cause notice dated 13.08.2025 was sent to the company and its officers in default through e-Adjudication module, and also through speed post on 14.08.2025. Subsequently, e-hearing notice dated 13.01.2026 was sent to the company and its officers in default through e-Adjudication module. E- Hearing was scheduled on 29.01.2026. No reply was received from company and only Mr. Vasudevan Cheruvallipady Krishnan one of the Officer in default vide email dated 22.01.2026 requested to reschedule the hearing. Accordingly, the same was considered and this office rescheduled the hearing to 27.03.2026 vide e-hearing notice dated 24.03.2026 and also an e-mail was sent to Company and all the officers in default on 24.03.2026. Mr. Vasudevan Cheruvallipady Krishnan one of the Officer in default vide email dated 25.03.2026 has once again requested to reschedule the e-hearing to 05.04.2026. In response to his request for re-schedulement, he was informed vide email dated 25.03.2026 that no further adjournment can be granted as he was already provided adjournment in January 2026 as per his request. He was advised to appear for the hearing virtually or through his authorised representative or send his written submission before the date of hearing. He has replied to the said e-mail on 26.03.2026 but has not sent any written submission to this office and once gain sought time to make written submission on 05.04.2026. None appeared for the hearing, viz., neither the directors nor the authorised representatives of the company / directors, who were officers in default during the period. Despite giving intimation regarding hearing and directions to appear before the Adjudication officer since January 2026, none appeared or represented the matter and also not submitted any written submissions. However, in the e-mail dated 26.03.2026 Mr. Vasudevan Cheruvallipady Krishnan has informed that the registered office of the company is situated at No.2, 2nd Floor, R R Chambers, 11th Main Road, Vasanthnagar, Bangalore-560001 which address is found to be not registered with MCA, thus confirming the violation of Sec.12 of the Act.
Hence the undersigned has no option except to issue an ex-parte order in accordance with the provisions of Rule-3 (11) Companies (Adjudication of Penalties) Rules, 2014 which states that if any person fails to reply or neglects or refuses to appear as required under sub-rule (5) or sub-rule (10) before the adjudicating officer, the adjudicating officer may pass an order imposing the penalty, in the absence of such person after recording the reasons for doing so.
It is seen from records that the company does not fall under the definition of small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provision of imposing lesser penalty as per the section 446B of the Act shall not be applicable in the case.
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 | VALUEMART RETAIL (INDIA) LIMITED having CIN as U51909KA2007P LC041431 | 100000 | 0 | 100000 | |
| 2 | VASUDEVAN CHERUVALLIPA DY KRISHNAN having DIN as 01622148 | 100000 | 0 | 100000 | |
| 3 | RAJESH CHETANJI TAWRI having DIN as 02121569 | 100000 | 0 | 100000 | |
| 4 | CHERUVALLI KRISHNAN PRABHAKARAN having DIN as 02157658 | 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 Bangalore 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.
Manoj Bang,
Registrar of Companies
ROC Bangalore
