ROC Imposes Penalty Over Non-Maintenance of Functional Registered Office
The Registrar of Companies (ROC), Chhattisgarh, levied a penalty on a company named “A.V. Builders & Infrastructures India Private Limited” and its officer as defaulters for failing to maintain a registered office capable of receiving official communications.
Background of the case
ROC conducted e-adjudication proceedings against the company and its officers for failing to comply with Sections 137(1) and 92(4) of the Companies Act, 2013, related to financial years 2014-15, 2015-16, and 2016-17. A Show Cause Notice was issued on January 08, 2025, and physical copies were also sent to the company and its officers.
However, the notices sent to the company were returned undelivered on January 13, 2025, with the postal remark “Not Known”. Despite this, after giving the company a reasonable opportunity to be heard, the adjudicating authority passed orders against the company and its officers for the said violations. Physical copies of the adjudication order were again dispatched, but these too were returned undelivered with the same remark, “Not Known.”
According to the act, every company must maintain a registered office capable of receiving and acknowledging official communications at all times. This amounts to a violation of Section 12(1) and attracts a penalty under Section 12(8) of the Act.
In reply to the Show Cause Notice, the company submitted a reply stating that it was incorporated on October 15, 2010, to deal in building materials and related activities. The company further stated that its name had been struck off by the ROC, Chhattisgarh, for non-filing of financial statements and annual returns for seven consecutive financial years from 2015-16 to 2021-22.
The company later filed an appeal before the National Company Law Tribunal (NCLT), Cuttack, for revival. The company also informed the ROC that it filed a petition before the NCLT under Section 97 for calling an Annual General Meeting (AGM) on January 03, 2025, and the Tribunal allowed the same on August 22, 2025.
But the authority noted that these submissions were not related to the issue raised in the Show Cause Notice. After which, an e-hearing was conducted on September 23, 2025. Practising Company Secretary, appeared on behalf of the company and its officers. He stated that the company had received some letters at its correspondence address. The authority directed him to provide documentary proof and details of receipt by email on the same day. However, no such information was submitted.
After considering all the facts, the authority found all the explanations non-satisfactory and unrelated. As a result, ROC imposed a Rs 100,000 penalty on the company and Rs 100,000 each on its officers in default under Section 12(8) of the Companies Act 2013.
Citation: A.V. Builders & Infrastructures India Private Limited (ROC Chhattisgarh); PO/ADJ/02-2026/BP/01663; 27/03/2026.
