Failure to Maintain a Functional Registered Office: Penalty Imposed Under Section 12(8)
The Registrar of Companies, Uttarakhand recently passed an adjudication order under Section 454 of the Companies Act, 2013 imposing penalties for violation of Section 12(8) on a private company and its directors. The matter highlights how strictly the law views the requirement to maintain a continuously functional registered office capable of receiving statutory communications and notices.
This order serves as an important reminder for all companies that even temporary disruption of operations at the registered office, due to renovation, disputes, or financial stress, does not dilute the statutory mandate under Section 12 of the Companies Act, 2013.
Background of the Adjudication Proceedings
Appointment of Adjudicating Officer
The Ministry of Corporate Affairs, through Gazette notification no. S.O. 698(E) dated 10/02/2026, appointed the Registrar of Companies, Uttarakhand as the Adjudicating Officer under Section 454 of the Companies Act, 2013. The appointment was made in exercise of powers under Section 454 read with the Companies (Adjudication of Penalties) Rules, 2014, authorising the officer to levy penalties for non-compliance with the provisions of the Act, including Section 12(8).
Company and Parties Involved
The proceedings related to:
Company: HIM AND KAYS AGRO PRIVATE LIMITED
- CIN: U01400UR2012PTC000397
- Registered office as per MCA records:
HIM AND KAYS HOUSE, 301, PHASE II VASANT VIHAR, DEHRADUN NA DHERADUN DEHRADUN UTTARAKHAND INDIA 248006
Directors/Officers in default:
- HIMANSHU SINGH PANWAR
- KANIKA SINGH
These individuals were treated as “officers in default” for the purpose of adjudication under Section 12(8).
Legal Provision: Section 12 and Penalty Mechanism
Statutory Requirement of Registered Office
Section 12(1) of the Companies Act, 2013 mandates that:
Every company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices.
The phrase “at all times thereafter” is critical. The obligation is continuous and unbroken, and the registered office must always remain functional to receive and acknowledge communications from stakeholders, regulators, and others.
Penalty Under Section 12(8)
Section 12(8) provides that:
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.
Thus:
- Penalty accrues per day of continuing default
- Maximum cap: Rs. 1,00,000 for each company and for each officer in default
In this case, this statutory framework was invoked to determine penalties for failure to maintain a compliant registered office.
Chronology of Events and Discovery of Default
Complaint Triggering Regulatory Action
A complaint regarding the affairs of HIM AND KAYS AGRO PRIVATE LIMITED was received by the ROC via email dated 16.08.2025 from Col. Devendra Singh.
The ROC forwarded this complaint to the company for its comments through a letter dated 19.08.2025, sent to the registered office address available in MCA records.
This communication returned undelivered from the registered office address, raising a doubt as to whether the company’s registered office was actually functional in terms of
Section 12.
Physical Verification of Registered Office
To verify the status of the registered office, officials from the ROC conducted an on-site inspection on 03.02.2026 at:
Him And Kays House, 301, Phase II Vasant Vihar, Dehradun, Uttarakhand, India, 248006
During this verification, the following issues were recorded:
- No signboard of the company was displayed at the premises
- No information about the company was available at the site
- No director, authorised representative, or any staff member was present
- The premises were under construction
- The office was clearly non-operational for the purpose of receiving and acknowledging communications
- Earlier communication from the ROC had already been returned undelivered
On the basis of these findings, it appeared that the company had failed to maintain a registered office “capable of receiving and acknowledging all communications and notices” as required by Section 12(1).
Issue of Show Cause Notice
In view of these observations, the ROC issued a show cause notice dated 30.03.2026 to:
- HIM AND KAYS AGRO PRIVATE LIMITED, and
- its directors treated as officers in default
The notice called upon them to explain why action should not be taken under Section 12(8) of the Companies Act, 2013 for violation of Section 12 due to failure to maintain a functional registered office.
Company’s Submissions and Defence
Written and Oral Representations
The company and its directors submitted their response dated 13.04.2026, and also made submissions during the hearing held on 19.05.2026.