Failure to Intimate Change of Registered Office Breaches S. 12(4): MCA Imposes ₹1 Lakh Penalty u/s 12(8) on Company and its Directors[Read Order]

The Ministry of Corporate Affairs (MCA) has imposed a penalty of Rs 1 Lakh on the company and its directors for violation of Section 12(4) of the Companies Act, 2013, read with Section 12(8).

The adjudication order found that the company failed to notify the Registrar about the change in its registered office, resulting in a prolonged default spanning more than six years.

The case arose from an inspection ordered by the Ministry of Corporate Affairs (MCA). The Inspection Officer (IO) visited the company’s Panache Furniture and Interiors Private Limited, registered office at Thane. The IO found the premises closed. The company’s name was not displayed at the site, and inquiries revealed that the company had vacated the premises nearly a year earlier.

Despite this, MCA records continued to reflect the old address, and no statutory filing was made to intimate the change.

Section 12(4) of the Act mandates that notice of every change in the situation of a company’s registered office must be filed with the ROC within 15 days of such change, using eForm INC‑22.

Rule 27(1) of the Companies (Incorporation) Rules, 2014, prescribes the manner of verification and filing. Failure to comply attracts penalties under Section 12(8), which stipulates ₹1,000 per day of continuing default, subject to a maximum of ₹1 lakh for both the company and each officer in default.

A show cause notice was issued in October 2025 to the company and its directors, Mr. Mehfooz Khan and Mr. Rajesh Ramesh Indulkar. No reply was filed.

Neither the company nor its officers attended the scheduled e‑hearing. Based on the inspection report and absence of compliance, the adjudicating officer concluded that the company had failed to file INC‑22 and continued in default from May 30, 2019, until December 31, 2025, a total of 2,408 days.

While the aggregate penalty calculated at ₹24.08 lakh exceeded the statutory ceiling, the adjudicating officer applied the maximum limit prescribed under Section 12(8). Accordingly, penalties of ₹1 lakh each were imposed on the company and its two directors.

The order clarified that Section 446B, which provides concessional penalties for small companies, was not applicable since the cause of action arose before January 22, 2021, the commencement date of the Companies (Amendment) Act, 2020.

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