The Registrar of Companies, Chennai passed an adjudication order under Section 454 of the Companies Act, 2013, imposing penalties for violation of Section 12(8) relating to non-maintenance of a registered office. The action followed communication from the Official Liquidator pursuant to High Court directions, where court decrees and notices sent to the company’s recorded registered office and to its director were repeatedly returned undelivered with remarks indicating that no such entity or person existed at the address. This established that the company was not maintaining a valid registered office as mandated by law. Despite issuance of e-adjudication and hearing notices, no response or appearance was made, and the matter was decided ex-parte. The Registrar held both the company and the director liable, imposing the maximum statutory penalty of ₹1,00,000 each, payable within 90 days. The order reiterates the obligation to maintain an effective registered office, outlines payment and appeal procedures, and warns of further consequences for non-compliance.
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
ROC Chennai
Registrar Of Companies, Block No.6,B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai, Tamil Nadu, India,
600034
Phone: 044-28276652/28276654
E-mail: roc.chennai@mca.gov.in
Order ID: PO/ADJ/12-2025/CN/01212 Dated: 06/01/2026
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 WATER JET GERMANY PRIVATE LIMITED……….
Individual details:
In the matter relating to SRIRAM SRINIVASAN………..
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 – The Office of the Official Liquidator, High Court, Madras vide letter dated 28.02.2025 informed that ? pursuant to the order of the Hon’ble High Court, Madras dated 31.07.2014 in CA No. 714 of 2014 and CP No. 255 of 2014, the Official Liquidator, Chennai has taken charge of all assets and effects of the company in provisional liquidation. The Official Liquidator had filed an application under Section 446(2) of the Companies Act, 1956 before the Hon’ble High Court, Madras against one debtor Water Jet Germany Pvt Ltd, Chennai in CA No. 515 of 2017 in CP No. 255 of 2014 dated 17.03.2017. The Hon’ble High Court of Madras vide order dated 27.09.2024 directed the debtor Water Jet Germany Pvt Ltd to make payment of Rs.34,68,425.33/- with interest @9 % p.a within a period of eight weeks from the date of receipt of copy of the order.
Further, as per the direction of Hon’ble High Court, Madras, decree letter dated 23.10.2024 was sent to the registered office of the company situated at B-1, SFI Apartments, No.16, Karnan street, Rengarajapuram, Kodambakkam, Chennai 60024 and another letter dated 16.01.2025 issued to the directors. The letters issued to the company and directors were returned /undelivered with postal remarks ?Left & No such person in the Address?. Further, requested ROC Chennai to take necessary action under Section 12 of the Companies Act, 2013 for non-maintenance of registered office”.
It is noticed that the company Water Jet Germany Pvt Ltd is not maintaining its registered office as per Section 12 of the Companies Act, 2013. Therefore, the company and its directors are liable as per the provisions of Section 12(8) of the Companies Act, 2013.
2. The Adjudicating Authority had issued notice for e-Adjudication on 17.04.2025, but, no reply has been received from the Company. Further, the Adjudicating Authority had issued notice for e-hearing on 06.05.2025, for hearing scheduled on 09.05.2025. Neither the Director nor their authorized representatives had attended the hearing fixed on 09.05.2025. Therefore, as per Rule 3(8) of the Companies (Adjudication of Penalties) Rules 2014, the matter is being proceeded with in the absence of such person (ex-parte).
E. Order:
1. Pursuant to the Hon’ble High Court, Madras order dated 27.09.2024 and 23.10.2024, the Deputy Official Liquidator, High Court, Madras vide letter dated 28.02.2025 had requested Registrar of Companies, Chennai to take necessary action under Section 12 of the Companies Act, 2013 for non-maintenance of Registered Office address against the subject company. Upon perusal of the letter dated 28.02.2025, it is noticed that as per the direction of Hon’ble High Court, a decree letter dated 23.10.2024 was sent to the registered office of the Company situated at B-1, SFI Apartments, No.16, Karnan street, Rengarajapuram, Kodambakkam, Chennai, 600024 and another letter dated 16.01.2025 issued to the Directors. It is further noticed that the letters issued to the Company and the Directors were returned with postal remarks “Left & No such person in the Address”. In view of the above, it is evident that the Company is not maintaining its registered office as per Section 12 of the Companies Act, 2013. Thereby, the Company and the Officers in default are liable under Section 12(8) of the Companies Act, 2013.
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 | WATER JET GERMANY PRIVATE LIMITED having CIN as U31101TN2005P TC056602 | 100000 | 0 | 100000 | |
| 2 | SRIRAM SRINIVASAN having DIN as 00742193 | 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 Chennai 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.
B SRIKUMAR,
Registrar of Companies
ROC Chennai
