The Registrar of Companies, Chhattisgarh, passed an order under Section 454 of the Companies Act, 2013 adjudicating penalty for violation of Section 170(2), attracting Section 172. The company failed to file e-Form DIR-12 within 30 days of resignation of its Company Secretary effective 24 October 2024. The form was eventually filed on 28 January 2025 after appointment of a new Company Secretary on 18 January 2025. The company attributed the delay to a temporary vacancy and termed the lapse technical and inadvertent. After issuing show cause notices and conducting e-hearings, the Adjudicating Officer held that the company and its directors were in default for delayed filing. While noting that corrective action was taken promptly after the new appointment, penalties were imposed. The company and two directors were each penalized ₹82,500, while no penalty was imposed on the former Company Secretary. Payment is required within 90 days, with appeal available to the Regional Director.
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/01674 | Dated: 17/02/2026
ORDER FOR ADJUDICATION OF PENALTY UNDER SECTION 454 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FOR VIOLATION OF SECTION 172 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 R.K. ASSOCIATES & HOTELIERS PRIVATE LIMITED [herein after known as Company] bearing CIN U55100CT2009PTC021098, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at OPPOSITE RAILWAY STATION, STATION ROAD, NA DURG CHATTISGARH INDIA 491001
Individual details:
In the matter relating to SANJAY BHARTI _________
In the matter relating to SHARAN BIHARI AGRAWAL _________
In the matter relating to DEEPAK RANJAN SUNDARAY _________
C. Provisions of the Act:
If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default.
D. Facts about the case:
1. Default committed by the officers in default/noticee – A complaint was received from Shri Yogesh Chouhan, former Company secretary of R.K. Associates & Hoteliers Private Limited, against the affairs of the company. In the complaint Shri Yogesh Chouhan stated that he has resigned from the position of Company Secretary of the Company with effect from 24/10/2024 and even after more than 50 days, the company did not file the required e-form DIR-12 with the concerned ROC giving effect to the said resignation. Therefore, the matter was taken up with the company, and a letter was issued seeking para-wise comments/explanations on each point of allegations along with documentary proof in support of company’s reply. In response to the letter, the company submitted its reply whereby, the company admitted that there was delay in filing the e-form DIR-12 giving effect to the said resignation because the company was actively looking for a suitable candidate to fill in the position and due to the said reason the company could not proceed with the filing of the said form on time.
As per section 170(2) of the Companies Act, 2013, return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within thirty days of any change taking place. However, as per the records available with this office, the company has failed to file the e-form DIR-12 within the stipulated time, thereby, violating the provisions of section 170(2) of the Companies Act, 2013 which attracts penal provisions of Section 172 of the Companies Act, 2013.
2. In response to the Show Cause Notices, replies were received from the Company and its officers in default. Accordingly, for providing an opportunity of being heard, an e-hearing was scheduled on 04/02/2026. Further, on the request made by the directors, e-hearing was rescheduled to 11/02/2026.
E. Order:
1. In response to the Show Cause Notices, it was submitted that Mr. Yogesh Kumar Chouhan was a Company Secretary of the Company and has resigned from the post of Company Secretary with effect from 24th October 2024. After his resignation the Company was actively looking for a suitable Candidate to fill the position of Company Secretary. The Company has appointed Mr. Sanjay Bharti as Company Secretary of the Company with effect from 18th January 2025. After the Appointment of Mr. Sanjay Bharti as Company Secretary of the Company, company came to know about the non-filing of E-Form DIR-12 for resignation of former Company Secretary Mr. Yogesh Kumar Chauhan and the said non-compliance have been made good by filing Form DIR-12 along with requisite additional fees on 28th January 2025 vide SRN AB2515356.
During the e-hearing held on 04/02/2026, CS Sanjay Bharti appeared in person and informed that he has resigned from the company on 30/12/2025. He further stated that shortly after joining this company he took necessary steps for filing the form DIR-12 for cessation of former Company Secretary Shri Yogesh Kumar Chouhan. Further, the company and both the directors requested for re-scheduling of the hearing on 04/05/2026 without any justification. However, on the request of both the directors of the company, the hearing was re-scheduled for 11/02/2026. During the e-hearing held on 11/02/2026, Shri Suman Kumar, Practising Company Secretary, appeared on behalf of the company and one of the directors of the Company, Shri. Sharan Bihari Agrawal. It was submitted that the delay in filing was neither wilful, intentional, deliberate, nor mala fide in nature. He also informed that Shri Deepak Ranjan, one of the officers in default is not associated with the company at present and has resigned from the directorship of the company. He was further asked to submit written representation, if any, in support of his plea by the end of the day. Accordingly, written submission was received by this office via mail, and it was submitted that due to the intervening period between the resignation of the erstwhile Company Secretary and the appointment of a new Company Secretary, there was no Company Secretary in office from 24th October 2024 until 18th January 2025. During this interregnum period, the Company inadvertently failed to file e-Form DIR- 12 in respect of the resignation of Mr. Yogesh Kumar Chouhan within the prescribed timeline. Subsequently, upon the appointment of Mr. Sanjay Bharti as Company Secretary with effect from 18th January 2025, the Company became aware of the aforesaid inadvertent non-compliance and immediately took corrective action and filed the requisite e-Form DIR-12 along with applicable additional fees on 28th January 2025 vide SRN No. AB2515356. It was further submitted that the default occurred solely due to the temporary vacancy in the office of the company Secretary and was purely technical, procedural, and administrative in character.
Based on the submissions made and facts of the case, it is evident that the Company and its directors in default failed to comply with the provisions of section 170(2) of the Companies Act, 2013 within the stipulated time. Further, records available on the MCA portal indicates that the e-form DIR-12 was filed belatedly on the afore-said date. Accordingly, the Company and its officers in default are liable for penal action under the Companies Act, 2013. There seems to be merit in the reply of Shri Sanjay Bharti, ex-company secretary of the company as necessary pending compliances were made shortly after his appointment.
Therefore, I am imposing penalty as prescribed under section 172 of the Companies Act, 2013 on the company and its directors 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 | R.K. ASSOCIATES & HOTELIERS PRIVATE LIMITED having CIN as U55100CT2009P TC021098 | 82500 | 0 | 300000 | |
| 2 | SANJAY BHARTI having PAN as AKOPB8838K | 0 | 0 | 100000 | |
| 3 | SHARAN BIHARI AGRAWAL having DIN as 00394548 | 82500 | 0 | 100000 | |
| 4 | DEEPAK RANJAN SUNDARAY having DIN as 06488843 |
82500 | 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
