The ROC Mumbai imposed penalties under Section 12(8) of the Companies Act, 2013 against a private company and its directors for failing to maintain a registered office capable of receiving and acknowledging official communications. The proceedings began after ROC communications sent to the company’s registered office were repeatedly returned undelivered with remarks such as “Unclaimed/Addressee absent.” The company argued that temporary closure due to construction work, shorter office hours arising from a director’s health issues, and lack of staff caused the missed deliveries. It also submitted photographs and electricity bills to demonstrate the existence of the office. However, the ROC found the explanation unsatisfactory, especially after an inspection revealed the office was closed despite the company’s name board being displayed. Since multiple official communications could not be delivered, the ROC concluded that the company violated Section 12(1). Considering the company qualified as a small company, penalties were reduced and Rs. 7,500 each was imposed on the company and four officers in default.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai I
100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627
E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/05-2026/MH/02276 | Dated: 27/05/2026
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. 698(E) dated 10/02/2026 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 withCompanies (Adjudication of Penalties) Rules, 2014for adjudging penalties under the provisions of this Act.
B. Company details:
In the matter relating to KARMIC STOCK BROKING PRIVATE LIMITED [herein after known as Company] bearing CIN U51909MH2003PTC143779, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at 14 LAXMINIWAS, PAI NAGAR, NEAR CHAMUNDA CIRCLE BORIVALI – WEST NA MUMBAI MAHARASHTRA INDIA 400092
Individual details:
In the matter relating to SANJIV V DHAMI______
In the matter relating to ARVIND L JAIN ______________
In the matter relating to TARUN DHAMI HIRALAL __________
In the matter relating to KAMINI SANJIV DHAMI _______
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 the Registrar of Companies, Mumbai (Hereinafter referred to as the ROC, Mumbai I) is in receipt of E-form DIR-12 bearing SRN AB7305742 by the Company for removal of Mr Arvind Jain (DIN: 00428232) as a director under Section 169 of the Act. Accordingly, for certain clarification the ROC issued letter dated 16.01.2026 to Mr. Arvind Jain and copy to the Company. However, the letter issued to the company at its registered office address at 14 LAXMINIWAS, PAI
NAGAR, NEAR CHAMUNDA CIRCLE BORIVALI -WEST, MUMBAI, Maharashtra, India400092 was returned undelivered on 21.01.2026 by postal authority with postal remark Unclaimed/ Addressee absent.
Whereas Section 12(1) of the Act states as under:
(1) 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.
Thus, it appears that the Company is not maintaining its registered office capable of receiving and acknowledging all communication and notices as required under Section 12 of the Companies Act, 2013. Ergo, the Company and its every officer who is in default shall be liable to penalty under the provisions of Section 12(8) of the Companies Act, 2013.
2. The Noticees did not request for E-hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case.
E.Order:
1. A Show Cause notice bearing ID: SCN/ADJ/03-2026/MH/04050 dated 24.03.2026 was issued to Company and its Officers in default (hereinafter referred to as the noticees) under Section 454 read with Section 12(8) for default under the provisions of section 12(1) of the Act with respect to non-maintenance of registered office by the Company. B.The noticees submitted their reply on 05.04.2026 on E-adjudication portal along with photographs of the registered office premises and electricity bill on the name of Tirupati Vighn Conl P L and submitted as under i.The postal remark dated 21.01.2026 stating unclaimed/Addressee absent cannot establish non-compliance of Section 12(1) of the Act. Postal endorsement of this nature are attributable to circumstances beyond the Company control such as delivery attempted outside office hours, temporary absence of receiving clerk, or inadvertent error on the part of the postal staff.ii.The Company does not employ any staff, and its operations are managed directly by the Directors and Promoters. Due to health issue of Mr Sanjiv V. Dhami the office has been operating for shorter duration.iii.Due to construction work at registered office premises, the office has been partly closed for few days. The temporary situation may have contributed to postal remark and such temporary reduction in office hours and partial closure cannot be construed as non-maintenance of Registered office under Section 12(1) of the Act. C.The Noticees did not request for E-hearing and the Adjudicating officer is also of the view that no E-hearing is required in the instant case. D.As stated hereinabove at para D(1), the letter sent by the ROC, Mumbai-I on 16.01.2026 to the Company at its registered office was returned undelivered on 21.01.2026 with postal remark Unclaimed/ Addressee absent. The Company has failed to produce any evidence with respect to maintenance of its Registered office during the relevant period except photographs showing name board of the Company placed at Registered office premises. The reply of the Company does not seem satisfactory. E.Further, on inspection of the registered office premises of the Company on 02.05.2026 by representative of office of ROC, Mumbai – I, it was found that the name board of the Company is pasted at site however, office was closed on 02.05.2026 (Saturday). Therefore, the Office of ROC, Mumbai- I issued letter dated 11.05.2026 addressed to the Registered Office of the Company. However, as per postal track consignment available on official website of Indian Post, the said letter is showing as Item delivered (sender) and remark for delivery on 12.05.2026 and 13.05.2026 is showing as Addressee Absent.F. Section 12(1) of the Act stipulates that (1)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 communication/letters addressed to the Registered office of the Company has repeatedly returned undelivered to sender, it is established that Company is not maintaining Registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. In view of facts and it is observed that the Company has failed to maintain its registered office at the aforementioned registered office premises in compliance with Section 12(1) of the Act. G.Accordingly, the Company and its Officer in default shall be liable to a penalty of Rs. 1000/-per day for continued default of 15 days that is from 13.05.2026 (the latest date of postal remark of the postal authority on the returned envelope) till the date of order that is 27.05.2026. Thus, the Company and its officers in default are liable for penalty of Rs.15,000/- (Rupees Fifteen thousand only) each under the provisions of Section 12(8) of the Act. However, as per details available on MCA21 portal the Subject Company falls within the definition of s ll Company under the provisions of Section 2(85) of the Act. Thus, the Company and its officers in default are liable for penalty of Rs.7,500/- (Rupees Seven thousand Five hundred only) each under the provisions of Section 12(8) of the Act.H.Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, having considered the facts and circumstances of the case, I hereby impose penalty of Rs.7,500/- (Rupees Seven thousands Five hundred only) each on the Company and its Officers in default namely Mr. SANJIV V DHAMI (DIN: 00419604), Mr. ARVIND L JAIN, (DIN: 00428232), Mr. TARUN DHAMI HIRALAL (DIN: 01604852) and Mr. KAMINI SANJIV DHAMI (DIN: 01750282) under the penal provisions of Section 12(8) of the Act for default of provisions of Section 12(1) of the Act.
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 | KARMIC STOCK BROKING PRIVATE LIMITED having CIN as U51909MH2003P TC143779 | 7500 | 0 | 100000 | |
| 2 | SANJIV V DHAMI having DIN as
00419604 |
7500 | 0 | 100000 | |
| 3 | ARVIND L JAIN having DIN as
00428232 |
7500 | 0 | 100000 | |
| 4 | TARUN DHAMI HIRALAL having DIN as 01604852 | 7500 | 0 | 100000 | |
| 5 | KAMINI SANJIV DHAMI having DIN as 01750282 | 7500 | 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 Mumbai 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.
Chandan Kumar,
Registrar of Companies
ROC Mumbai I
