The Registrar of Companies, Chennai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 12(8) relating to non-maintenance of a registered office. The action stemmed from a regulatory communication forwarded after a securities regulator’s order, which was returned undelivered to the company’s recorded address, indicating that the registered office was not functional or properly maintained. Despite issuance of e-adjudication and hearing notices, neither the company nor the director responded or appeared, leading to ex-parte proceedings. The Registrar held that failure to maintain a valid registered office obstructs statutory communication and enforcement, constituting a continuing default. Accordingly, penalties of ₹73,000 each were imposed on the company and the director, payable personally within 90 days, with directions for rectification, electronic payment, appeal timelines, and consequences of non-payment. The order reinforces the fundamental obligation to keep an effective registered office at all times.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/12-2025/CN/01107 Dated: 06/01/2026
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 KAASHYAP TECHNOLOGIES LIMITED………..
Individual details:
In the matter relating to VENKATRAMANI ANNASWAMY…………
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 Registrar of Companies, Chennai has received SEBI’s order dated 12.04.2019, forwarded by ROC Mumbai in the matter of Kaashyap Technologies Limited wherein SEBI vide order dated 12.04.2019 has directed the company to recall the outstanding amount of USD 10.39 million and bring the money back to company’s bank account and the director must ensure compliance, obtain a certificate from a peer- reviewed Chartered Accountant of ICAI along with necessary documents and submit it to SEBI.
The Registrar of Companies, Chennai has forwarded the order of SEBI to the company vide letter dated 20.02.2025, but letter sent to the company was returned/undelivered. Thus, it is apparent that the company has not been maintaining its registered office which is in contravention of Section 12 of the Companies Act, 2013. In view of the above, the company and every officer of the company who is in default shall be liable under Section 12(8) of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for E-Adjudication on 19.03.2025 but, no reply has been received from the Company. Further, the Adjudicating Authority had issued notice dated 05.05.2025 for e-Hearing, scheduled on 09.05.2025. Neither the Director nor their authorized representatives had attended the hearing fixed on 09.05.2025. Therefore, as per Rule 3(8) of the Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such person (ex-parte).
E. Order:
1. The Registrar of Companies, Chennai has received SEBI’s order dated 12.04.2019 and forwarded the order vide letter dated 20.02.2025, but the letter sent to the Company was returned/undelivered on 26.02.2025. Hence, it is apparent that the Company has not been maintaining its registered Office as mandated by the provision of Section 12 of the Companies Act, 2013. Therefore, the Company and every officer who is in default shall be held liable under Section 12(8) of the Companies Act, 2013.
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 | KAASHYAP TECHNOLOGIES LIMITED having CIN as U72300TN1997P LC038233 | 73000 | 0 | 100000 | |
| 2 | VENKATRAMANI ANNASWAMY having DIN as 01141847 | 73000 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
