The Registrar of Companies (ROC), Mumbai, issued an order on November 4, 2025, against Pentium Hi-Tech Private Limited and its directors Mr. Naresh Mangilal Dave and Mr. Nandlal Joshi for violating Section 12(1) of the Companies Act, 2013. The adjudication was conducted under Section 454, which authorizes the imposition of penalties for contraventions of the Act. The company was found to have failed in maintaining a registered office capable of receiving official communications, in violation of the statutory requirement under Section 12(1). The ROC inquiry revealed that the company’s registered address was non-functional as official correspondence sent to it had been returned undelivered with the postal remark “Left.”
The case originated following directions issued by the Ministry of Corporate Affairs and the Directorate under Section 206(4) of the Act to conduct an inquiry into entities belonging to the Tatkare Group of Companies. During the inquiry, the Investigating Officer observed that a notice sent on 25 September 2019 to Pentium Hi-Tech Pvt. Ltd. and its directors had been returned undelivered, indicating the company’s failure to maintain a proper registered office. This constituted a violation of Section 12(1), which mandates every company to have a registered office where official communications and notices may be sent. Consequently, the ROC issued a Show Cause Notice (SCN) dated 21 November 2024 to the company and its officers under Section 12(8) read with Section 454. However, no replies were received from the company or its officers, and they did not seek a hearing, leading the Adjudicating Officer to proceed with the decision based on the available records.
After examining the inquiry findings and considering the continuous nature of the default, the ROC determined that Pentium Hi-Tech Pvt. Ltd. had been in violation from 25 September 2019 until 7 August 2025, amounting to 2,144 days of non-compliance. Under Section 12(8), the company and each officer in default are liable to a penalty of ₹1,000 per day of continuing default, subject to a maximum of ₹1,00,000 each. However, since Pentium Hi-Tech Pvt. Ltd. qualifies as a Small Company under Section 2(85) of the Act, with a paid-up capital of ₹48,99,410 and no turnover for FY 2013–14, the ROC invoked the provisions of Section 446B, which allows for a reduced penalty on small companies and start-ups.
Accordingly, the Adjudicating Officer imposed a reduced penalty of ₹50,000 each on the company and both directors. The order directs the company and its officers to rectify the default and ensure maintenance of the registered office as required under Section 12 of the Act. The penalties must be paid within 90 days through the ‘e-Adjudication’ facility on the MCA portal, and the officers have been instructed to pay the amounts.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Mumbai
Registrar Of Companies, 100, Everest, Marine Drive, Mumbai, Maharashtra, India, 400002
Phone: 022-22812627,022-22812645 E-mail: roc.mumbai@mca.gov.in
Order ID: PO/ADJ/08-2025/MB/00549 | Dated: 04/11/2025
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 24/03/2015appointed 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 PENTIUM HI-TECH PRIVATE LIMITED [herein after known as Company] bearing CIN U29300MH1995PTC089678, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at SHOP NO. 10, NARMADA ENCLAVE, GROUND FLOOR, OPP. MEGHA PARTY HALL, NEAR DWARKA HOTEL SHOP NO. 10, NARMADA ENCLAVE, GROUND FLOOR, OPP. MEGHA PARTY HALL, NEAR DWARKA HOTEL NA BORIVALI WEST MUMBAI CITY MAHARASHTRA INDIA 400092
Individual details:
In the matter relating to NARESH MANGILAL DAVE [herein after known as individual] having DIN 03037245 and having its address at ___________
In the matter relating to NANDLAL JOSHI [herein after known as individual] having DIN 03521479 and having its address at 249,INDIRA NAGAR, KKG MARG JUHU TARA ROAD 249,INDIRA NAGAR, KKG MARG JUHU TARA ROAD MUMBAI MAHARASHTRA INDIA 400049
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 – Pursuant to the Ministry vide letter No 8/10/2012-CL-II (WR) dated 13/08/2017 and Directorate vide letter No. RD/STA/TS/206(4)/LATEST/2016/4962 & 4963 dated 28/08/2017 directed this office to conduct inquiry u/s 206(4) of the Companies Act, 2013 belonging to Tatkare Group of Companies, accordingly IO conducted an Inquiry and submitted inquiry report. During inquiry IO observed that the Office had issued notice u/s 206(4) of the Companies Act, 2013 to the Company and its directors/ officers dated 25.09.2019. However, the notice issued to the Company has been returned back undelivered with postal remark “Left”. Therefore, the Company has violated the provisions of Section 12 of the Companies Act, 2013 and officers in default shall be punishable for violation of the aforesaid provision of the Companies Act 2013.
2. Noticees did not request for hearing and the Adjudicating officer also decided that the hearing is not required in view of the aforesaid facts.
E. Order:
1. A Show Cause notice bearing ID: SCN/ADJ/11-2024/MB/00175 dated 21.11.2024 was issued to the Company and its Officers in default under Section 454 read with Section 12(8) for violation of Section 12(1) of the Act on account of non-maintenance of the Registered Office of the Company.
B. However, no replies were received to the said Show Cause Notices dated 21.11.2024.
C. Thus, based on the facts and circumstances of the case and IO report, I am of the view that the Company failed to maintain its registered office at the aforesaid address in contravention of Section 12(1) of the Act and accordingly the Company and its every Officer who is in Default shall be liable under the provisions of Section 12(8) of the Act.
D. The period of Default is considered from the date of the letter returned undelivered, that is 25.09.2019 till the date of the order that is 07.08.2025. Therefore, the Company and its Officers in default shall be liable to a penalty of Rs. 1000/- per day for continued default of 2144 days upto a maximum penalty of Rs. 1,00,000/- (Rupees One Lakh only) each.
E. However, the Subject Company falls within the definition of a Small Company under the provisions of Section 2(85) of the Act although as its paid-up capital is Rs. 48,99,410 /- and its turnover is NIL for the F.Y.2013-14. Therefore, as per the provisions of Section 446B of the Companies Act, 2013, the Company and the Officers in default shall be subject to penalty which shall not be more than one half of the penalty specified that is Rs.50,000/- (Fifty Thousand Only) each in the instant case.
F. Now, in exercise of the powers conferred on the Adjudicating Officer vide Notification dated 24th March 2015, I hereby impose penalty of Rs.50,000/- (Fifty Thousand Only) on the Company and its Officers in default under the penal provisions of Section 12(8) read with 446B 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 | PENTIUM HI- TECH PRIVATE LIMITED having CIN as U29300MH1995P TC089678 | Noticee are directed to maintain the Registered Office of the Company as required under Section 12 of the Act. | 50000 | 1884000 | 100000 |
| 2 | NARESH MANGILAL DAVE having DIN as 03037245 | Noticee are directed to maintain the Registered Office of the Company as required under Section 12 of the Act. | 50000 | 1884000 | 100000 |
| 3 | NANDLAL JOSHI having DIN as
03521479 |
Noticee are directed to maintain the Registered Office of the Company as required under Section 12 of the Act. | 50000 | 1884000 | 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
