In a significant compliance enforcement action, the Ministry of Corporate Affairs (MCA) has imposed a total penalty of ₹3 lakh on a private limited company and its two directors for failing to maintain a registered office as required under the Companies Act, 2013.
🔍 Background of the Case
The penalty was triggered following a routine physical verification conducted by the Registrar of Companies (RoC). During the visit, it was discovered that the company did not operate or maintain its registered office at the address submitted to the MCA through statutory filings.
As per Section 12(1) of the Companies Act, 2013, every company must maintain a registered office that is capable of receiving official communications and legal notices. Non-compliance with this basic legal requirement prompted adjudication proceedings by the MCA.
⚖️ Legal Provisions Violated
The company and its directors were found in violation of the following provisions:
- Section 12(1) & Section 12(4): Mandatory maintenance of a registered office and timely reporting of any change in address to the RoC.
- Section 12(8): Specifies the penalties for default.
Penalty Structure under Law:
- ₹1,00,000 on the company
- ₹1,00,000 on each of the two directors
💰 MCA Order: ₹3 Lakh Total Penalty Imposed
Considering the period of default and lack of compliance, the Adjudicating Officer passed an ex parte order and imposed the following penalties:
- ✅ ₹1,00,000 on the company
- ✅ ₹1,00,000 each on two directors
🔴 Total Penalty: ₹3,00,000
❌ No Response from Company or Directors
Despite receiving a show-cause notice, the company and its officers failed to appear or submit any written representation. Consequently, the MCA passed the adjudication order based on available records without any input from the defaulters.
🚨 MCA’s Warning to Companies: Stay Compliant
“This enforcement action highlights that maintaining a valid, functional registered office is not optional but a legal mandate. Repeated non-compliance could attract further penalties or even strike-off proceedings under Section 248.”
📌 Key Takeaways for Company Law Compliance
All companies must:
- ✔️ Maintain an active, accessible registered office at all times.
- ✔️ Report any change in registered office address to the RoC without delay.
- ✔️ Conduct periodic compliance reviews to ensure all statutory requirements are met.
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