ROC Imposes Rs 37.5 thousand Penalty for Failure to Maintain Functional Registered Office

The Registrar of Companies, Mumbai (ROC), has received Form DIR-12 filed by Karmic Stock Broking Private Limited with respect to the removal of one of the directors under Section 169, and the ROC issued a clarification letter regarding the same and dispatched the copy to the registered office of the company, which was returned by postal authorities marking it as unclaimed by the addressee. Later, on 24th March, 2026, a show cause notice was issued to the company for default of Section 12(1).

On representation, the company argued that a postal remark claiming the addressee as absent cannot automatically lead to a violation of section 12(1) and submitted that directors directly manage office operations and also the ongoing construction at the registered office restricted the office access, and hence, it was pleaded that these temporary situations could not be construed as non-maintenance under Section 12.

On May 2, 2026, an inspection was conducted, which revealed that the office premises remain closed. The registrar held that the Company has failed to produce evidence that would have been convincing enough to show that the registered office is operational and capable of receiving official communications.

The registrar held that the Company has failed to maintain the registered office and, after exercising power under Section 454 levied a penalty under Section 12(8) of Rs 7500 on Karmic Stock Broking Private Limited and Rs 7500 on each director, namely Mr Sanjiv V Dhami, Mr Arvind L Jain, Mr Tarun Dhami Hiralal and Mr Kamini Sanjiv Dhami, amounting to a total penalty of Rs 37.5 thousand.

The company and the directors have been directed to rectify the default and pay the penalty within 90 days from receipt of the order, failing which consequences under Section 454(8) of the Companies Act, 2013 may follow.