The Registrar of Companies, Chhattisgarh, acting as Adjudicating Officer under Section 454 of the Companies Act, 2013, passed an order dated 17.02.2026 imposing penalty for violation of Section 12(1) read with Section 12(8) of the Act. The proceedings arose after complaints regarding alleged illegal removal of directors prompted the ROC to issue multiple letters seeking explanations from the company. However, three official communications sent to the registered office were returned undelivered with the postal remark “Not Known.” The ROC concluded that repeated return of official correspondence established failure to maintain a registered office capable of receiving and acknowledging communications as required under Section 12(1). The company contended that the returns may have resulted from postal errors and denied intentional default, but the authority rejected these explanations. Holding that the statutory obligation was not complied with, the ROC imposed a penalty of ₹50,000 each on the company and its two directors, payable within 90 days, with a right of appeal.
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/02-2026/BP/01671 | Dated: 17/02/2026
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 4 for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to MODAKPRIYA MERCHANDISE PRIVATE LIMITED [herein after known as Company] bearing CIN U51109CT2005PTC007695, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at MAYAPUR NA AMBIKAPUR SURGUJA CHATTISGARH INDIA 497001
Individual details:
In the matter relating to AYUSH AGRAWAL………….
In the matter relating to PRANAW AGRAWAL…………
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 – Whereas this office had received a complaint from Shri Ajay Kumar Agrawal, Former Director of the Company namely “Shree Rupanadham Steel Pvt Ltd” regarding illegal removal of directors namely Shri Narendra Agrawal and Shri Aman Kumar Sharma from the Company namely “Modakpriya Merchandise Pvt Ltd” vide letter dated 03/07/2025. Pursuant to the receipt of the said complaint, the matter was taken up with the company, and a letter dated 22/07/2025 was issued seeking para-wise comments/explanations on each allegation along with copy(ies) of supporting documents in support of company’s reply, followed by other two letters dated 08/08/2025 seeking para-wise comments/explanations on each allegation made in the another complaints received from “Shree Banke Bihari Power and Steel Limited” and “Shree Banke Bihari Infracon Private Limited”. Further, an other letter dated 26/08/2025 was issued to the company to offer their comments on the compliant received from the former director of the accused company, Shri Narendra Agrawal. However, the letters issued to the company were returned undelivered with the postal remark ‘Not Known’ on 28/07/2025, 20/08/2025 and 13/09/2025 respectively.
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’ evidences the company’s failure to maintain a 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. The Company and its officers in default have not responded to the show cause notices issued to them despite service through email as well as speed post, however, for providing an opportunity of being heard, an e-hearing was scheduled on 04/02/2026. Further, on the request made by one of the Director namely Shri Pranaw Agrawal, e-hearing was rescheduled to 12/02/2026.
E. Order:
1. During the e-hearing held on 12/02/2026, Shri Pranaw Agrawal, one of the directors of the company, appeared on behalf of the company and himself. He submitted that the reason for non-delivering of letters is not known because the company has been regularly receiving communications and correspondences from ROC/MCA and other authorities at its registered office address. It was further submitted that the company and the officers in default could not reply to letters/notices issued by this office due to health issues and ongoing family disputes. A written submission was also received wherein it was contended that return of certain postal articles does not create presumption of default, the return of three postal articles cannot be treated as conclusive proof of non-maintenance of registered office. The said returns may have occurred due to postal/transit issues or inadvertent delivery errors beyond the control of the Company. Section 12 does not contemplate that return of some postal articles automatically results in violation when other communications are being duly received at the same address. It was further submitted that there is no intention, negligence, or deliberate default on the part of the Company or its officers.
It is pertinent to mention herein that the three letters issued to the company were returned undelivered with the postal remark “Not Known” on 28/07/2025, 20/08/2025 and 13/09/2025 respectively.
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 a 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.
The above contentions on behalf of the company are not tenable and accordingly, in view of the said default, 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 | MODAKPRIYA MERCHANDISE PRIVATE LIMITED having CIN as U51109CT2005P TC007695 | 50000 | 0 | 100000 | |
| 2 | AYUSH AGRAWAL having DIN as 09142020 |
50000 | 0 | 100000 | |
| 3 | PRANAW AGRAWAL having DIN as 10099838 |
50000 | 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
