ROC imposes Penalty on company for Non-Compliance of Registered Office

PNMS Polymors Private Limited and its directors got into trouble with ROC Mumbai because they did not keep a proper registered office, which is a basic rule under Section 12(1) of the Companies Act, 2013. When ROC tried to send them an official letter, it bounced back with notes like “insufficient address” and “left.” The company also ignored the Show Cause Notice and didn’t bother sending any proof that they fixed things. After looking into it, ROC realized the company had been out of compliance for 48 days straight and slapped a penalty of Rs 24,000 each on the company and its two directors, as per Section 12(8). The whole episode makes it pretty clear: ignoring your registered office and official notices can cost you.

Case fact

Pankaj Kumar Mahto and Neeraj Kumar, the directors of PNMS Polymors Private Limited, ended up as the focus of ROC Mumbai’s proceedings after someone filed a complaint. On December 15, 2025, ROC sent a letter to the company’s registered office, hoping for a reply or some clarification. That letter was returned undelivered, the postal service noting the address was insufficient or the company had left—basically, the company was not operating from its official address. ROC then sent a Show Cause Notice on February 3, 2026, but nobody replied, and no documents showed up. There was also the fact that the company had not filed its financial statements since it started, which only strengthened the case for non-compliance.

Issue

The main question for the authorities was pretty straightforward: Did the company break Section 12(1), which says every company must have a working office that can receive official mail? And if it did break that rule, does Section 12(8) mean they have to pay up?

Court Observation

ROC looked at the returned mail and decided the company clearly was not maintaining a proper office. Ignoring the Show Cause Notice, offering no proof, and not asking for a hearing did not help their case. ROC decided everything based on the documents on hand. They counted the default period as 48 days, from December 17, 2025 (when the mail bounced back) to February 3, 2026 (when the Show Cause Notice went out). That was enough to confirm the company never fixed the issue during that time.

Judgment

As a result, ROC Mumbai concluded that the company and its directors had violated Section 12(1) and deserved penalties under Section 12(8). That meant Rs 1,000 per day of default, adding up to Rs 24,000 each for the company and both directors. The penalty had to be paid within 90 days through the e-adjudication process, and the directors had to pay from their own pockets. ROC also told them to sort out the default as soon as possible. If the company wanted to challenge the decision, they could appeal before the regional director, Mumbai, within 60 days after getting the order.

Key highlight of the judgement

The lesson here is simple. Keeping your registered office up and running is non-negotiable. If you ignore official mail or blow off regulatory notices, you risk paying the price.