The Registrar of Companies, Chhattisgarh, passed an adjudication order under Section 454 of the Companies Act, 2013, for violation of Section 12(1), punishable under Section 12(8), due to failure to maintain a functional registered office capable of receiving communications. During inspection under Section 206(5), the registered office was found locked, and official communications were repeatedly returned undelivered, with directors confirming the office was non-operational. The company argued that non-compliance resulted from force majeure, citing incarceration of directors, seizure of records, and sealing of premises by authorities. However, the adjudicating officer rejected these contentions, noting lack of bona fide efforts to restore compliance even after acquittal. Consequently, penalties of ₹1,00,000 each were imposed on the company and its three officers in default. The order mandates rectification and payment within 90 days, with a right to appeal within 60 days and consequences for non-payment.
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/03-2026/BP/01778 | Dated: 24/03/2026
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 YALSCO REAL ESTATE & AGRO FARMING LIMITED [herein after known as Company] bearing CIN U70101CT2010PLCO22218, is a company registered with this office under the Provisions of the Companies Act, 2013/1956 having its registered office situated at PLOT NO. 83, RIDDHI SIDDHI COLONY DONGARGAON ROAD NA RAJNANDGAON CHATTISGARH INDIA 491441
Individual details:
In the matter relating to PREMLAL DEWANGAN………..
In the matter relating to MAMTA KIRAN DEWANGAN………..
In the matter relating to NISHA DEWANGAN………..
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 – An inspection u/s 206(5) of the Companies Act 2013 was ordered by the Ministry into the affairs of the company and during the course of inspection, it was found that the registered office of the company was locked, and all the letters addressed to the company by this office were returned undelivered, further during recording of statement all the directors of the company have confirmed that the registered office of the company was non-operating. 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, and the statements recorded from directors of the company 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.
2. No request for e-hearing was made either by the Company or by the officers in default. Accordingly, no e-hearing was scheduled in the matter.
E. Order:
1. In response to the Show Cause Notice, it was submitted vide email dated 11/03/2026 that the defaults were caused by a supervening impossibility-the prolonged and unjust incarceration of the directors from 16/05/2016 until acquittal on 24/08/2021 and the official sealing of the company’s assets and registered office by the state authorities. It was further submitted that the company’s original statutory documents, registers, and office records were seized by the local police and investigating officers during the investigation of Special Criminal case. Furthermore, the company’s registered office premises were subject to investigation and effectively rendered non-operational due to the ongoing attachment/litigation proceedings. It was also submitted that the default was not a willful default but a result of legal force majeure. The directors were required to attend continuous judicial proceedings and were restricted by the attachment of assets by the State. Consequently, the physical maintenance of a staffed office was legally and practically impossible.
The above contentions are not tenable. The company and officers in default have failed to demonstrate any bona fide intention/steps taken to comply with the said provisions of the Companies Act, 2013. Further, it is observed that even after the acquittal of the directors, no adequate or timely steps were taken to ensure compliance with the statutory requirements under the Act, therefore, the company cannot take shelter under the plea of impossibility for such continued non-compliance. The reply furnished by the company is, therefore, found to be unsatisfactory.
Based on the submissions made and facts of the case, it is evident that the company and its officers in default failed to comply with the provisions of the section 12(1) of the of the Companies Act, 2013. Accordingly, 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 | YALSCO REAL ESTATE & AGRO FARMING LIMITED having CIN as U70101CT2010P LCO22218 | 100000 | 0 | 100000 | |
| 2 | PREMLAL DEWANGAN having DIN as 03334596 |
100000 | 0 | 100000 | |
| 3 | MAMTA KI RAN DEWANGAN having DIN as 03334618 | 100000 | 0 | 100000 | |
| 4 | NISHA DEWANGAN having DIN as 03334656 |
100000 | 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
